As filed with the Securities and Exchange Commission on July 22, 2013 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, 2013 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 000-54189 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) Hiroshi Fukunaga, +81-3-3240-8111, +81-3-3240-7073, same address as above (Name, Telephone, Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common stock, without par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . American depositary shares, each of which represents one share of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . New York Stock Exchange(1) New York Stock Exchange (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 Restricted Share Units granting rights to common stock pursuant to the UnionBanCal Corporation Stock Bonus Plan Restricted Share Units granting rights to common stock pursuant to The Bank of Tokyo-Mitsubishi UFJ, Ltd. Headquarters for the Americas Stock Bonus Plan 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, 2013, (1) 14,158,585,720 shares of common stock (including 4,374,857 shares of common stock held by the registrant and its consolidated subsidiaries as treasury stock), (2) 156,000,000 shares of first series of class 5 preferred stock, and (3) 1,000 shares of class 11 preferred stock. 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 shorter 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 Non-accelerated filer ‘ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: Accelerated filer ‘ U.S. GAAP È International Financial Reporting Standards as issued by the International Accounting Standards Board ‘ Other ‘ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ‘ Item 18 ‘ 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 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forward-Looking Statements 3 Identity of Directors, Senior Management and Advisers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1. 3 Offer Statistics and Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. 3 Key Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. 23 Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4. 52 Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4A. 53 Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 5. 132 Directors, Senior Management and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. 148 Major Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. 150 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 8. 152 The Offer and Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9. 153 Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 10. 175 Quantitative and Qualitative Disclosures about Credit, Market and Other Risk . . . . . . . . . . . . . Item 11. 199 Description of Securities Other than Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. 201 Item 13. Defaults, Dividend Arrearages and Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds . . . . . . . . . . . . . 201 Item 15. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205 Item 16A. Audit Committee Financial Expert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205 Item 16B. Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205 Item 16C. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206 Item 16D. Exemptions from the Listing Standards for Audit Committees . . . . . . . . . . . . . . . . . . . . . . . . . . 207 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers . . . . . . . . . . . . . . . . . . . 207 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 16F. Change in Registrant’s Certifying Accountant 207 Item 16G. Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209 Item 16H. Mine Safety Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 17. 210 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 18. 210 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 19. 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, or U.S. 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. When we refer in this Annual Report to “MUFG,” “we,” “us,” “our” and the “Group,” we generally mean Mitsubishi UFJ Financial Group, Inc. and its consolidated subsidiaries, but from time to time as the context requires, we mean Mitsubishi UFJ Financial Group, Inc. as an individual legal entity. Similarly, references to “MTFG” and “UFJ Holdings” are to Mitsubishi Tokyo Financial Group, Inc. and to UFJ Holdings, Inc., as single entities, 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 Annual Report to the financial results or business of the “MTFG group” and the “UFJ group” refer to those of MTFG and UFJ Holdings and their respective consolidated subsidiaries. In addition, our “banking subsidiaries” refers to The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Mitsubishi UFJ Trust and Banking Corporation and, as the context requires, their respective consolidated subsidiaries engaged in the banking business. References in this Annual Report to “yen” or “¥” are to Japanese yen, references to “U.S. dollars,” “U.S. dollar,” “dollars,” “U.S.$” or “$” are to United States dollars, references to “euro” or “€” are to the currency of the member states of the European Monetary Union, and references to “£” are to British pounds sterling. Unless the context otherwise requires, references to the “Great East Japan Earthquake” generally mean the earthquake and the ensuing tsunami in the northeastern region of Japan that occurred on March 11, 2011, as well as the subsequent accidents at the Fukushima Daiichi Nuclear Power Plants. Our fiscal year ends on March 31 of each year. 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. 1 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 or submitted to 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 current intent, business plan, targets, belief or expectations 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,” “will,” “may” 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 aimed, anticipated, believed, estimated, expected, intended or planned, or otherwise stated. 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 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. 2 PART I Item 1. Identity of Directors, Senior Management and Advisers. Not applicable. Item 2. Offer Statistics and Expected Timetable. Not applicable. Item 3. Key Information. A. Selected Financial Data The selected statement of operations data and selected balance sheet data set forth below have been derived from our audited consolidated financial statements. 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 accounting principles generally accepted in Japan, or 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 U.S. GAAP. Following the conversion of the convertible preferred stock issued to us by Morgan Stanley into shares of Morgan Stanley’s common stock on June 30, 2011, we adopted the equity method of accounting for our investment in Morgan Stanley beginning in the fiscal year ended March 31, 2012. Accordingly, certain financial data for the fiscal years ended March 31, 2010 and 2011 have been retroactively adjusted on a step-by-step basis as if the equity method of accounting had been in effect during the previous reporting periods. 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. These data are qualified in their entirety by reference to all of that information. 3 Fiscal years ended March 31, 2009 2010 2011 2012 2013 (in millions, except per share data and number of shares) Statement of operations data: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income(1) Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income after provision for credit losses . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,895,794 1,599,389 2,296,405 626,947 1,669,458 175,099 3,608,784 Income (loss) before income tax expense (benefit) . . . . . . Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . (1,764,227) (259,928) Net income (loss) before attribution of noncontrolling ¥ 2,757,866 774,400 ¥ 2,550,144 670,673 ¥ 2,595,956 640,139 ¥ 2,427,521 556,418 1,983,466 647,793 1,335,673 2,469,411 2,508,060 1,297,024 413,105 1,879,471 292,035 1,587,436 1,694,822 2,460,446 821,812 433,625 1,955,817 223,809 1,732,008 1,440,576 2,322,642 849,942 429,191 1,871,103 144,542 1,726,561 2,067,909 2,378,599 1,415,871 296,020 interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,504,299) 883,919 388,187 420,751 1,119,851 Net income (loss) attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36,259) 15,257 (64,458) 4,520 50,727 Net income (loss) attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (1,468,040) ¥ 868,662 Net income (loss) available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . ¥ (1,491,593) ¥ 846,984 ¥ ¥ 452,645 431,705 ¥ ¥ 416,231 ¥ 1,069,124 398,291 ¥ 1,051,184 Amounts per share: Basic earnings (loss) per common share—net income (loss) available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings (loss) per common share—net income (loss) available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of shares used to calculate basic earnings (loss) per common share (in thousands) . . . . . . . . . . . . . . . . . Number of shares used to calculate diluted earnings (loss) . . . . . . . . . . . . . . . . . per common share (in thousands) Cash dividends per share declared during the fiscal year: —Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Preferred stock (Class 3) . . . . . . . . . . . . . . . . . . . . . . . . —Preferred stock (Class 5) . . . . . . . . . . . . . . . . . . . . . . . . —Preferred stock (Class 8) . . . . . . . . . . . . . . . . . . . . . . . . —Preferred stock (Class 11) . . . . . . . . . . . . . . . . . . . . . . . —Preferred stock (Class 12) . . . . . . . . . . . . . . . . . . . . . . . ¥ (137.84) ¥ 68.72 ¥ 30.55 ¥ 28.17 ¥ 74.30 (137.84) 68.59 30.43 28.09 74.16 10,821,091 12,324,315 14,131,567 14,140,136 14,148,060 10,821,091 12,332,681(2) 14,144,737(2) 14,156,820(2) 14,169,080(2) ¥ $ ¥ $ ¥ $ ¥ $ ¥ $ 14.00 0.14 60.00 0.61 ¥ $ ¥ $ — ¥ — $ 7.95 0.07 5.30 0.05 11.50 0.12 ¥ $ ¥ 11.00 $ 0.12 ¥ 60.00 0.65 $ 100.50(3) ¥ $ 1.10 — — 5.30 0.06 — — ¥ $ ¥ $ ¥ $ ¥ $ 12.00 0.14 30.00 0.34 115.00 1.33 — — 5.30 0.06 — — ¥ $ ¥ $ ¥ $ 12.00 0.15 — — 115.00 1.45 — — 5.30 0.07 — — 12.00 0.15 — — 115.00 1.42 — — 5.30 0.07 — — 2009 2010 Balance sheet data: Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans, net of allowance for credit losses . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital stock—common stock . . . . . . . . . . . . . . . . . . ¥193,499,417 99,153,703 187,032,297 128,331,052 13,273,288 6,467,120 1,127,552 ¥200,081,462 90,870,295 190,980,363 135,472,496 14,162,424 9,101,099 1,643,238 At March 31, 2011 (in millions) ¥202,850,243 86,261,519 194,187,331 136,631,704 13,356,728 8,662,912 1,644,132 2012 2013 ¥215,202,514 91,012,736 206,344,067 139,493,730 12,593,062 8,858,447 1,645,144 ¥230,559,276 97,254,242 219,617,296 148,209,739 12,182,358 10,941,980 1,646,035 4 Fiscal years ended March 31, 2009 2010 2011 2012 2013 (in millions, except percentages) Other financial data: Average balances: Interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing liabilities . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥173,242,745 156,084,859 196,214,390 8,069,262 ¥175,370,688 158,156,363 195,571,703 7,871,505 ¥180,260,385 161,344,664 204,781,984 8,987,129 ¥184,179,147 165,420,569 211,835,389 8,594,310 ¥193,824,256 173,399,441 225,682,785 9,244,530 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 equity . . . . . . . . . Dividends per common share as a percentage of basic earnings per common share . . . . . . . . . . . . . Total average 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 (0.76)% (18.48)% —(4) 4.11% 1.33% 0.43% 10.76% 16.01% 4.02% 1.13% 0.21% 4.80% 0.19% 4.63% 39.28% 42.60% 4.39% 1.04% 4.06% 1.06% 0.47% 11.37% 16.15% 4.10% 0.97% ¥ 1,156,638 ¥ 1,315,615 ¥ 1,240,456 ¥ 1,285,507 ¥ 1,335,987 1.15% 1.43% 1.42% 1.39% 1.36% loans contractually past due 90 days or more . . . . ¥ 1,792,597 ¥ 2,007,619 ¥ 2,064,477 ¥ 2,178,541 ¥ 2,322,504 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 . . . . . . . . . . . . . . . . . . . . . . . . . . Net loan charge-offs as a percentage of average loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average interest rate spread . . . . . . . . . . . . . . . . . . . . Risk-adjusted capital ratio calculated under Japanese . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GAAP(5) 1.79% 2.18% 2.36% 2.36% 2.36% 64.52% 65.53% 60.09% 59.01% 57.52% ¥ 576,852 ¥ 468,400 ¥ 342,100 ¥ 173,370 ¥ 112,862 0.58% 1.23% 0.49% 1.08% 0.39% 0.99% 0.20% 1.02% 0.12% 0.93% 11.77% 14.87% 14.89% 14.91% 16.68% Notes: (1) (2) (3) Interest income for the fiscal year ended March 31, 2012 includes a gain of ¥139,320 million on conversion rate adjustment of Morgan Stanley’s convertible preferred stock. Exclusive of the one-time gain associated with the conversion, interest income would have been lower for the fiscal year ended March 31, 2012. Includes the common shares potentially issuable upon conversion of the Class 11 Preferred Stock. Includes a cash dividend of ¥43.00 per share declared at the ordinary annual meeting of shareholders held on June 26, 2009, which was the annual dividend declared for the fiscal year ended March 31, 2009, and a cash dividend of ¥57.50 per share declared at the board of director’s meeting held on November 18, 2009, which represented one-half of the annual dividend declared for the fiscal year ended March 31, 2010. (4) Dividends per common share as a percentage of basic loss per common share has not been presented because such information is not meaningful. (5) Risk-adjusted capital ratios have been calculated in accordance with Japanese banking regulations as applicable on the relevant calculation date, based on information derived from our consolidated financial statements prepared in accordance with Japanese GAAP. For a description of the applicable capital ratio calculation and other requirements applicable, 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.” 5 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 U.S.$1.00. On July 5, 2013, the noon buying rate was ¥100.94 to U.S.$1.00 and the inverse noon buying rate was U.S.$0.99 to ¥100.00. High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥93.64 ¥91.38 ¥96.16 ¥93.32 ¥99.61 ¥92.96 ¥103.52 ¥ 97.28 ¥100.15 ¥ 94.29 ¥100.94 ¥ 99.62 February March April May June July(1) Year 2013 Note: (1) Period from July 1, 2013 to July 5, 2013. Average (of month-end rates) . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥100.85 ¥92.49 ¥85.00 ¥78.86 ¥83.26 Fiscal years ended March 31, 2012 2011 2010 2009 2013 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 in this section, which is intended to disclose all of the risks that we consider material based on the information currently available to us, as well as all the other information 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 and 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 in this section and elsewhere in this Annual Report. See “Forward- Looking Statements.” Risks Related to Our Business Because a large portion of our assets are located in Japan and our business operations are conducted primarily in Japan, we may incur further losses if economic conditions in Japan worsen. Our performance is particularly affected by the general economic conditions of Japan where we are headquartered and conduct a significant amount of our business. As of March 31, 2011, 2012 and 2013, 71.9%, 69.1% and 65.9% of our total assets were related to Japanese domestic assets, respectively, including Japanese national government and Japanese government agency bonds, which accounted for 77.5%, 81.1% and 80.4% of our total investment securities portfolio, and 22.6%, 23.0% and 21.6% of our total assets, respectively. Interest and non-interest income in Japan represented 67.1% of our total interest and non-interest income for the fiscal year ended March 31, 2013. Furthermore, as of March 31, 2013, our loans in Japan accounted for 70.4% of our total loans outstanding. 6 There is still significant uncertainty surrounding Japan’s economy. The Japanese economy slowed down in the quarter ended June 30, 2011 following the Great East Japan Earthquake in March 2011 and again in the third quarter ended December 31, 2011 as overseas economies deteriorated and the Japanese yen appreciated against other major currencies. Since Shinzo Abe became Japan’s new prime minister in December 2012, the new government has put forth a series of new policies, including emergency economic measures and a supplementary budget, expanded monetary easing, and a growth strategy. If these policies prove ineffective, however, the growing financial burden of the Japanese government may adversely affect Japan’s economy. For example, if the prices of Japanese government bonds decrease, resulting in unexpectedly higher interest rates, our investment securities portfolio as well as our lending, borrowing, trading and other operations may be negatively impacted. In addition, under the legislation enacted by the Japanese Diet in August 2012, the consumption tax rate will increase from the current 5% to 8% in April 2014 and further to 10% by October 2015, which may significantly weaken consumer spending in Japan. Furthermore, the Japanese government’s energy policy, including financial assistance to electric utility companies and development of alternative sources of energy, may place significant additional budgetary constraints on Japan. In recent periods, several credit rating agencies have downgraded the credit ratings of Japan’s sovereign debt, including a downgrade by Moody’s Japan K.K., or Moody’s, in August 2011 and a downgrade by Fitch Ratings Japan Limited, or Fitch, in May 2012. For a more detailed discussion of the risks related to increases in interest rates, see “—Risks Related to Our Business—Increases in interest rates could adversely affect the value of our bond portfolio.” Instability in the Japanese stock market and foreign currency exchange rates may also have a significant adverse impact on our asset and liability management as well as our results of operations. Various other factors, including stagnation or deterioration of economic and market conditions in other countries, and growing global competition, may also have a material negative impact on the Japanese economy. For a detailed discussion on the business environment in Japan and abroad, see “Item 5. Operating and Financial Review and Prospects— Business Environment.” Since our domestic loans in Japan accounted for a significant portion of our loan portfolio, deteriorating or stagnant economic conditions in Japan may cause adverse effects on our financial results, such as increases in credit costs, as the credit quality of some borrowers could deteriorate. For example, due to the intensifying global competition and weakening consumer spending in recent periods, some Japanese companies, including electronics manufacturers, have experienced significant financial difficulties. For a further discussion, see “—Risks Related to Our Business—We may suffer additional credit-related losses in the future if our borrowers are unable to repay their loans as expected or if the measures we take in reaction to, or in anticipation of, our borrowers’ deteriorating repayment abilities prove inappropriate or insufficient.” If the global economy deteriorates further, our credit-related losses may increase, and the value of the financial instruments we hold may decrease, resulting in losses. Global economic conditions remain volatile, and it is uncertain how the global economy will evolve over time. Especially, the financial turmoil caused by the credit crises in some European countries has negatively impacted wider markets, including those of both emerging and developed countries. As of March 31, 2013, based principally on the domicile of the obligors, assets related to Europe accounted for approximately 10.1% of our total assets, assets related to Asia and Oceania excluding Japan accounted for approximately 6.9% of our total assets, and assets related to the United States accounted for approximately 13.3% of our total assets. If the global economy deteriorates or the global economic recovery significantly slows down again, the availability of credit may become limited, and some of our borrowers may default on their loan obligations to us, increasing our credit losses. In addition, concerns over the sovereign debt problem in some European countries may limit liquidity in the global financial markets. Some of our credit derivative transactions may also be negatively affected, including the protection we sold through single name credit default swaps, index and basket credit default swaps, and credit linked notes. The notional amounts of these protections sold as of March 31, 2013 were ¥2.64 trillion, ¥0.62 trillion and ¥0.01 trillion, respectively. In addition, if credit market conditions worsen, our capital funding structure may need to be adjusted or our funding costs may increase, which could have a material adverse impact on our financial condition and results of operations. 7 Furthermore, we have incurred losses, and may incur further losses, as a result of changes in the fair value of our financial instruments resulting from weakening market conditions. For example, declines in the fair value of our investment securities, particularly equity investment securities, resulted in our recording impairment losses of ¥139.0 billion, ¥195.7 billion and ¥124.2 billion for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. As of March 31, 2013, approximately 43.5% of our total assets were financial instruments for which we measure fair value on a recurring basis, and less than 0.5% of our total assets were financial instruments for which we measure fair value on a non-recurring basis. Generally, in order to establish the fair value of these instruments, we rely on quoted prices. If the value of these financial instruments declines, a corresponding write- down may be recognized in our consolidated statements of income. In addition, because we hold a large amount of investment securities, short-term fluctuations in the value of our securities may trigger losses or exit costs for us to manage our risk. For more information on our valuation method for financial instruments, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Estimates.” We may suffer additional credit-related losses in the future if our borrowers are unable to repay their loans as expected or if the measures we take in reaction to, or in anticipation of, our borrowers’ deteriorating repayment abilities prove inappropriate or insufficient. When we lend money or commit to lend money, we incur credit risk, or the risk of losses if our borrowers do not repay their loans. We may incur significant credit losses or have to provide for a significant amount of additional allowance for credit losses if: ‰ ‰ ‰ large borrowers become insolvent or must be restructured; domestic or global economic conditions, either generally or in particular industries in which large borrowers operate, deteriorate; the value of the collateral we hold, such as real estate or securities, declines; or ‰ we are adversely affected by corporate credibility issues among our borrowers, to an extent that is worse than anticipated. As a percentage of total loans, nonaccrual and restructured loans and accruing loans contractually past due 90 days or more ranged from 1.79% to 2.36% as of the five most recent fiscal year-ends, reaching its highest level of 2.36% as of the three most recent fiscal year ends. Nonaccrual and restructured loans and accruing loans contractually past due 90 days or more increased to ¥2.32 trillion at March 31, 2013, from ¥2.18 trillion at March 31, 2012, primarily due to an increase in such loans in our domestic loan portfolio. If the economic conditions in Japan worsen again, our problem loans and credit-related expenses may increase. 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. For a discussion of our problem loans, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Financial Condition” and “Selected Statistical Data—Loan Portfolio.” 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 also 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 restructurings. We may take these steps even when such steps might not be warranted from the perspective of our short-term or narrow economic interests or a technical analysis of our legal rights against those borrowers, in light of other factors such as our longer-term economic interests, and our commitment to support the Japanese economy. These practices may substantially increase our exposure to troubled borrowers and increase our losses. Credit losses may also 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. Although we, from time to time, enter into credit derivative transactions, including credit default swap contracts, to manage our credit risk exposure, such transactions may not provide the protection against credit defaults that we intended due to counterparty defaults or similar issues. The credit default swap contracts could also result in significant losses. As of March 31, 2013, the total notional amount of the protection we sold 8 through single name credit default swaps, index and basket credit default swaps, and credit-linked notes was ¥3.3 trillion. In addition, negative changes in financial market conditions may restrict the availability and liquidity of credit default swaps. For more information on our credit derivative transactions, see Note 21 to our consolidated financial statements included elsewhere in this Annual Report. Our loan losses could prove to be materially different from our estimates and could materially exceed our current allowance for credit losses, in which case we may need to provide for additional allowance for credit losses and may also record credit losses beyond our allowance. Our allowance for credit losses in our loan portfolio is based on evaluations about customers’ creditworthiness and the value of collateral we hold. Negative changes in economic conditions, government policies or our borrowers’ repayment abilities could require us to provide for additional allowance. For example, companies in the Japanese electronics manufacturing industry in particular have experienced significant declines in sales and financial difficulties due to the weakening consumer spending in Japan and increased global competition. Moreover, the Japanese electric utility companies, including The Tokyo Electric Power Company, Incorporated, have been significantly affected by the accidents at the Fukushima Daiichi Nuclear Power Plants in March 2011 and subsequent developments, including higher fuel prices in recent periods. Other borrowers in Japan may be adversely affected due to the compensation issues for affected individuals and companies, electricity power supply shortages and electricity rate increases, and other indirect consequences of the Great East Japan Earthquake beyond our expectations. As a result, our borrowers may incur financial and non-financial losses that exceed our estimations. In such case, we may need to provide for additional allowance for credit losses. Also, the regulatory standards or guidance on establishing allowances may also change, causing us to change some of the evaluations used in determining the allowances. As a result, we may need to provide for additional allowance for credit losses. For a discussion of our allowance policy, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Financial Condition.” If the Japanese stock market or other global markets decline in the future, we may incur losses on our securities portfolio and our capital ratios will be adversely affected. A decline in Japanese stock prices could reduce the value of the Japanese domestic marketable equity securities that we hold, which accounted for 6.6% of our total investment securities portfolio, or 1.8% of our total assets, as of March 31, 2013. The Nikkei Stock Average, which is the average of 225 blue chip stocks listed on the Tokyo Stock Exchange, fluctuated throughout the fiscal year ended March 31, 2013, declining to the lowest price of ¥8,238.96 on June 4, 2012 and rising to the highest price of ¥12,650.26 on March 21, 2013. As of July 8, 2013, the closing price of the Nikkei Stock Average was ¥14,109.34. The recent fluctuations in the Nikkei Stock Average have reflected the volatility in the global economy and investor sentiment as investors continue to observe the changes in the economic and monetary policies mainly in Japan, the United States, Eurozone and the United Kingdom. For example, in Japan, if the economic measures under the Japanese government’s “Abe- nomics” policy and measures under the Bank of Japan’s “quantitative and qualitative monetary easing” policy prove ineffective or result in adverse consequences, the Japanese stock market will likely be adversely affected. In addition, weakening or stagnant economic conditions in other regions may have a significant negative impact on Japanese companies, which in turn will cause their stock prices to decline. If stock market prices decline or do not improve, we may incur losses on our securities portfolio. Because we hold a large amount of Japanese domestic marketable equity securities, even short-term fluctuations in the value of our securities may trigger losses or exit costs for us to manage our risk. Declines in the Japanese stock market or other global markets may also materially and adversely affect our capital ratios and financial condition. 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.” Increases in interest rates could adversely affect the value of our bond portfolio. The aggregate carrying amount of the Japanese government and corporate bonds and foreign bonds, including U.S. Treasury bonds, that we hold has increased in recent fiscal years to 22.7% of our total assets as of 9 March 31, 2013. In particular, the Japanese national government and Japanese government agency bonds accounted for 21.6% of our total assets as of March 31, 2013. For a detailed discussion of our bond portfolio, see “Selected Statistical Data—Investment Portfolio.” The Bank of Japan has been maintaining a very low policy rate (uncollateralized overnight call rate) of 0.10% in an effort to lift the economy out of deflation. Short-term interest rates in Japan continue to decline because of the Bank of Japan’s so-called “quantitative and qualitative monetary easing” policy. As part of this policy, the Bank of Japan has recently expanded its asset purchase program, which currently includes a plan to purchase up to approximately ¥7.5 trillion of Japanese national government bonds each month. The central bank’s policies, however, may change, resulting in an interest rate increase. Separate from the central bank’s monetary policies, interest rates on the Japanese national government and Japanese government agency bonds could also significantly increase if there is a disruption in the market for Japanese national government bonds caused by shifts in investor attitude, fluctuations in other comparable debt instruments or adverse changes in the perception of Japan’s sovereign risk. The yield on newly issued ten-year Japanese government bonds rose above 1% in May 2013 for the first time in a year. An increase in relevant interest rates, particularly if such increase is unexpected or sudden, may have a significant negative effect on the value of our bond portfolio. See “Item 5. Operating and Financial Review and Prospects—Business Environment.” Fluctuations in foreign currency exchange rates may result in transaction losses on translation of monetary assets and liabilities denominated in foreign currencies as well as foreign currency translation losses with respect to our foreign subsidiaries and equity method investees. Fluctuations in foreign currency exchange rates against the Japanese yen create transaction gains or losses on the translation into Japanese yen of monetary assets and liabilities 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, we could incur losses due to future foreign exchange rate fluctuations. During the fiscal year ended March 31, 2013, the average balance of our foreign interest-earning assets was ¥59.1 trillion and the average balance of our foreign interest-bearing liabilities was ¥37.4 trillion, representing 30.5% of our average total interest-earning assets and 21.6% of our average total interest-bearing liabilities during the same period. For the fiscal year ended March 31, 2013, net foreign exchange losses, which primarily include transaction gains on the translation into Japanese yen of monetary assets and liabilities denominated in foreign currencies and net losses on currency derivatives instruments entered into for trading purposes, were ¥39.0 billion, compared to net foreign exchange gains of ¥34.3 billion for the previous fiscal year. In addition, we may incur foreign currency translation losses with respect to our foreign subsidiaries and equity method investees due to fluctuations in foreign currency exchange rates. The average exchange rate for the fiscal year ended March 31, 2013 was ¥83.10 per U.S.$1.00, compared to the average exchange rate for the fiscal year ended March 31, 2012 of ¥79.08 per U.S.$1.00. The change in the average exchange rate of the Japanese yen against the U.S. dollar and other foreign currencies had the effect of increasing total revenue by ¥39.9 billion, increasing net interest income by ¥22.3 billion and income before income tax expense by ¥26.6 billion, respectively, for the fiscal year ended March 31, 2013. Since the Abe administration’s inauguration in December 2012, the exchange rate between the Japanese yen and the U.S. dollar has been fluctuating significantly with the Japanese yen depreciating from ¥84.76 to the U.S. dollar on December 26, 2012 to ¥103.74 to the U.S. dollar on May 22, 2013 and then appreciating to ¥93.79 to the U.S. dollar on June 13, 2013. For more information on foreign exchange gains and losses and foreign currency translation gains and losses, see “Item 5.A. Operating and Financial Review and Prospects—Business Environment” and “Item 5.A. Operating and Financial Review and Prospects—Operating Results.” We may become subject to regulatory actions or other legal proceedings relating to our transactions or other aspects of our operations, which could result in significant financial losses, restrictions on our operations and damage to our reputation. We conduct our business subject to ongoing regulation and associated regulatory and legal risks. Global financial institutions, including us, currently face heightened regulatory scrutiny as a result of the concerns 10 developing in the global financial sector, and growing public pressure to demand even greater regulatory surveillance following several high-profile scandals and risk management failures in the financial industry. In the current regulatory environment, multiple government authorities with overlapping jurisdiction more frequently conduct investigations and take other regulatory actions in coordination with one another or separately on the same or related matters. The Bank of Tokyo-Mitsubishi UFJ, Ltd., or BTMU conducted a self-initiated internal investigation in 2007 of transactions involving countries subject to U.S. sanctions and reported the results of the investigation to the Office of Foreign Assets Control, or OFAC, of the U.S. Department of the Treasury, the New York State Department of Financial Services, or DFS, and other relevant regulators in 2008. After a series of deliberations and consultations with them, BTMU agreed to make a approximately $8.6 million payment to OFAC in December 2012 to settle potential civil liability for apparent violations of certain U.S. sanctions regulations from 2006 to 2007. In June 2013, BTMU entered into a consent agreement with DFS to resolve issues relating to certain U.S. dollar payments that were routed through New York from 2002 to 2007. Under the terms of the agreement with DFS, BTMU made a civil monetary payment of $250 million to DFS and will retain an independent consultant to conduct a compliance review of the relevant controls and related matters in BTMU’s current operations. BTMU continues to cooperate closely with all relevant regulators and is undertaking necessary actions. We have received requests and subpoenas for information from government agencies in some jurisdictions that are conducting investigations into past submissions made by panel members, including us, to the bodies that set various interbank benchmark rates. We are cooperating with these investigations and have been conducting an internal investigation among other things. In connection with these matters, we and other panel members have been named as defendants in a number of civil lawsuits, including putative class actions, in the United States. In June 2013, BTMU was censured by the Monetary Authority of Singapore for deficiencies in its governance, risk management and internal controls for its involvement in benchmark submissions and was directed, among other things, to adopt measures to address these deficiencies. These developments or other similar matters may result in additional regulatory actions against us or agreements to make significant additional settlement payments. These developments or other similar matters may also expose us to substantial monetary damages, legal defense costs, criminal and civil liability, and restrictions on our business operations as well as damage to our reputation. The outcome of such matters, including the extent of the potential impact of any unfavorable outcome on our financial results, however, is inherently uncertain and difficult to predict. The extent of financial, human and other resources required to conduct any investigations or to implement any corrective or preventive measures is similarly uncertain and could be significant. Legal and regulatory changes could have a negative impact on our business, financial condition and results of operations. As a global financial services provider, our business is subject to ongoing changes in laws, regulations, policies, voluntary codes of practice and interpretations in Japan and other markets where we operate. Major global financial institutions currently face an increasingly stricter set of laws, regulations and standards as a result of the concerns enveloping the global financial sector. There is also growing political pressure to demand even greater internal compliance and risk management systems following several high-profile scandals and risk management failures in the financial industry. We may not be able to enhance our compliance risk management systems and programs in a timely manner, and our risk management systems and programs may not be fully effective in preventing all violations of laws, regulations and rules. Our failure or inability to comply fully with the stricter set of laws and regulations could lead to fines, public reprimands, damage to reputation, civil liability, enforced suspension of operations or, in extreme cases, withdrawal of authorization to operate, adversely affecting our business and results of operations. Legal or regulatory compliance failure may also adversely affect our ability to obtain regulatory approvals for future 11 strategic initiatives. Furthermore, failure to take necessary corrective action, or the discovery of violations of laws in the process of further review of any of the matters mentioned above or in the process of implementing any corrective measures, could result in further regulatory action. We could also be required to incur significant expenses to comply with new or revised regulations. For example, if we adopt a new information system infrastructure in the future, we may be required to incur significant additional costs for establishing and implementing effective internal controls, which may materially and adversely affect our financial condition and results of operations. Future developments or changes in laws, regulations, policies, voluntary codes of practice and their effects are expected to require greater capital resources and significant management attention, and may require us to modify our business strategies and plans. For example, since March 31, 2013, Japanese banking institutions with international operations have become subject to stricter capital adequacy requirements adopted by the Financial Services Agency of Japan, an agency of the Cabinet Office, or the FSA, based in part on the international regulatory framework generally known as “Basel III.” For more information, see “—Risks Related to Our Business—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.” and “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan.” Furthermore, regulatory reforms recently implemented, proposed and currently being debated in the United States may also significantly affect our business operations. For example, the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, generally known as the “Volcker Rule” are designed to restrict banking entities’ proprietary trading and private fund investment activities. The Volcker Rule is subject to final rule-making and interpretation, including with respect to the scope of its applicability to activities outside of the United States, and the impact of the rule on our business operations remains uncertain. The Volcker Rule and other reform measures may ultimately be implemented in a manner that requires us to materially alter our business model or incur significant costs or losses. The Proposed Rule on Enhanced Prudential Standards and Early Remediation Requirement for Foreign Banking Organizations and Foreign Non-Bank Financial Companies of the Federal Reserve Board, or the FRB, if finalized substantially in its current form, may also have a significant impact on the current structure of our U.S. operations as well as on the manner in which we oversee and manage those operations. See “Item 4.B. Information on the Company— Business Overview—Supervision and Regulation—United States.” Any adverse changes in the business of Union Bank, an indirect wholly-owned subsidiary in the United States, could significantly affect our results of operations. Union Bank, N.A., or Union Bank, is the primary subsidiary of UnionBanCal Corporation, or UNBC, which is an indirect wholly-owned subsidiary in the United States. Union Bank has historically contributed to a significant portion of our net income. UNBC reported net income of $573 million, $778 million and $629 million for the fiscal years ended December 31, 2010, 2011 and 2012, respectively. Any adverse developments which could arise at Union Bank may have a significant negative impact on our results of operations and financial condition. The risks relating to Union Bank have increased as Union Bank has been expanding its business through acquisitions of community banks and other financially-related businesses in the United States. If Union Bank is unable to achieve the benefits expected from its business strategies, including its business expansion strategy through acquisitions of community banks and other financially-related businesses, we may suffer an adverse financial impact. For more information on UNBC’s recent acquisition transactions, see “Item 5. Operating and Financial Review and Prospects—Recent Developments.” Other factors that have negatively affected, and could continue to negatively affect, Union Bank’s results of operations include adverse economic conditions, such as a downturn in the real estate and housing industries in California and other states within the United States, the fiscal challenges being experienced by the U.S. federal and California state governments, substantial competition in the banking markets in California and other states within the United States and uncertainty over the U.S. economy, as well as fluctuating oil prices, negative trends 12 in debt ratings, and interest rate uncertainties. Since the financial crisis in 2008 and 2009, the U.S. banking industry has operated in an extremely low interest rate environment as a result of the highly accommodative monetary policy of the FRB, which has placed downward pressure on the net interest margins of U.S. banks, including Union Bank. To the extent this policy continues, negative pressure on the net interest margins of U.S. banks, including Union Bank, can be expected. Significant costs may arise from enterprise-wide compliance and risk management requirements, or failure to comply, with applicable laws and regulations, such as the U.S. Bank Secrecy Act and related amendments under the USA PATRIOT Act, and any adverse impact of the implementation of the Dodd-Frank Act. In addition, the FRB and other U.S. bank regulators have proposed to implement the Basel III global regulatory framework for U.S. banks and bank holding companies which would require more and better sources of capital, as well as significantly revise the calculations for risk-weighted assets. The FRB has also proposed to implement various enhanced prudential standards required by the Dodd-Frank Act for larger U.S. bank holding companies, such as UNBC. These standards will require the larger bank holding companies to meet enhanced capital, liquidity and leverage standards. Further, the FRB has proposed regulations applicable to foreign banking organizations, or FBOs, operating in the United States, which would require MUFG’s and BTMU’s U.S. operations, including those at UNBC, to be restructured and, subject to certain exceptions, conducted under a single U.S. intermediate holding company, or IHC, with its own capital and liquidity requirements. Any actions management may take in response to these proposed regulatory changes may involve the issuance of additional capital or other measures. For more information, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—United States.” During 2012 and continuing into 2013, a number of major U.S. banking institutions have been the targets of cyberattacks that have, for limited periods, resulted in the disruption of various operations of the targeted banks. In addition, there have been increasing efforts to breach data security at financial institutions in the United States. Such attacks, even if not directed at Union Bank, could disrupt the overall functioning of the U.S. financial system and undermine consumer confidence in banks in the U.S. generally, to the detriment of other financial institutions, including Union Bank. Our strategy to expand the range of our financial products and services and the geographic scope of our business globally may fail if we are unable to anticipate or manage new or expanded risks that entail such expansion. We continue to seek opportunities to expand the range of our products and services beyond our traditional banking and trust businesses, through development and introduction of new products and services or through acquisitions of or investments in financial institutions with products and services that complement our business. For example, taking advantage of our financial holding company status which enables us to underwrite securities, we are currently seeking to expand our corporate banking operations in the United States. In addition, the sophistication of financial products and management systems has been growing significantly in recent years. As a result, we are exposed to new and increasingly complex risks, while market and regulatory expectations that we manage these risk properly continue to rise. Some of the activities that our subsidiaries are expected to engage in, such as derivatives and foreign currency trading, present substantial risks. In some cases, we have only limited experience with the risks related to the expanded range of these products and services. In addition, we may not be able to successfully develop or operate the necessary information systems. As a result, we may not be able to foresee the risks relating to new products and services. As we expand the geographic scope of our business, we will also be exposed to risks that are unique to particular jurisdictions or markets. For example, in an effort to further develop our operations in Asia, BTMU entered into a capital and business alliance with Vietnam Joint Stock Commercial Bank for Industry and Trade in December 2012. In addition, in July 2013, BTMU entered into a share tender agreement with GE Capital International Holdings Corporation, or GE Capital, as part of our plan to acquire through a tender offer up to 75% outstanding shares in Bank of Ayudhya Public Company Limited in Thailand, assuming that a group of existing major shareholders holding approximately 25% of the Thai bank’s total outstanding shares will not tender the shares they hold. Our risk management systems may prove to be inadequate and may not work in all cases or to the degree required. The substantial market, credit, compliance 13 and regulatory risks in relation to the expanding scope of our products, services and trading activities or expanding our business beyond our traditional markets, could result in us incurring substantial losses. In addition, our efforts to offer new services and products or penetrate new markets may not succeed if product or market opportunities develop more slowly than expected, if our new services or products are not well accepted among customers, 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 Disclosures about Credit, Market and Other Risk.” For more information on our recent acquisition transactions, see “Item 5. Operating and Financial Review and Prospects—Recent Developments.” Unanticipated economic changes in, and measures taken in response to such changes by, emerging market countries could result in additional losses. We are increasingly active, through a network of branches and subsidiaries, in emerging market countries, particularly countries in Asia, Latin America, Central and Eastern Europe, and the Middle East. For example, based principally on the domicile of the obligors, assets related to Asia and Oceania excluding Japan increased 28.4% from ¥12.41 trillion as of March 31, 2012 to ¥15.94 trillion as of March 31, 2013, accounting for 6.9% of our total assets as of March 31, 2013. The economies of emerging market countries can be volatile and susceptible to adverse changes and trends in the global financial markets. For example, a decline in the value of local currencies of these countries could negatively affect the creditworthiness of some of our borrowers in these countries. The loans we have made to borrowers and banks in these countries are often denominated in U.S. dollars, Euro 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 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, should there be excessively rapid economic growth and increasing inflationary pressure in some of the emerging market countries, such developments could adversely affect the wider regional and global economies. Some emerging market countries may also change their monetary or other economic policies in response to economic and political instabilities or pressures, which are difficult to predict. As of March 31, 2013, based on the domicile of the obligors, our assets in Europe, Asia and Oceania excluding Japan, and other areas excluding Japan and the United States, were ¥23.22 trillion, ¥15.94 trillion and ¥8.67 trillion, representing 10.1%, 6.9% and 3.8% of our total assets, respectively. See “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Financial Condition.” If our strategic alliance with Morgan Stanley fails, we could suffer financial or reputational loss. We have entered into a global strategic alliance with Morgan Stanley, under which we operate two joint venture securities companies in Japan, engage in joint corporate finance operations in the United States and pursue other cooperative opportunities. We hold approximately 22.0% of the voting rights in Morgan Stanley as of March 31, 2013 and continue to hold approximately $521.4 million, or ¥ 53.6 billion, of perpetual non- cumulative non-convertible preferred stock with a 10% dividend. In addition, we currently have two representatives on Morgan Stanley’s board of directors. We initially entered into this strategic alliance in October 2008 with a view towards long-term cooperation with Morgan Stanley, and currently plan to deepen the strategic alliance. However, due to any unexpected changes in social, economic or financial conditions, changes in the regulatory environment, or any failure to integrate or share staff, products or services, or to operate, manage or implement the business strategy of the securities joint venture companies or other cooperative opportunities as planned, we may be unable to achieve the expected synergies from this alliance. 14 If our strategic alliance with Morgan Stanley is terminated, it could have a material negative impact on our business strategy, financial condition, and results of operations. For example, because we conduct our securities operations in Japan through the joint venture companies we have with Morgan Stanley, such termination may result in our inability to attain the planned growth in this line of business. In addition, with our current investment in Morgan Stanley, we have neither a controlling interest in, nor control over the business operations of Morgan Stanley. If Morgan Stanley makes any business decisions that are inconsistent with our interests, we may be unable to achieve the goals initially set out for the strategic alliance. Furthermore, although we do not control Morgan Stanley, given the magnitude of our investment, if Morgan Stanley encounters financial or other business difficulties due to adverse changes in the economy, regulatory environment or other factors, we may suffer a financial loss on our investment or damage to our reputation. For example, we recorded an impairment loss of ¥579.5 billion on our investment in Morgan Stanley’s common stock for the fiscal year ended March 31, 2012. In the fiscal year ended March 31, 2012, Morgan Stanley became an equity-method affiliate in our consolidated financial statements. Accordingly, Morgan Stanley’s performance has a more significant impact on our results of operations as a result of equity method accounting. Further, fluctuations in Morgan Stanley’s stock price or in our equity ownership interest in Morgan Stanley may cause us to recognize additional losses on our investment in Morgan Stanley. We may incur further losses as a result of financial difficulties relating to other financial institutions, both directly and through the effect they may have on the overall banking environment and on their borrowers. Some domestic and foreign financial institutions, including banks, non-bank lending and credit institutions, securities companies and insurance companies, have experienced declining asset quality, 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. In addition, allegations or governmental prosecution of improper trading activities or inappropriate business conduct of a specific financial institution could also negatively affect the public perception of other global financial institutions individually and the global financial industry as a whole. These developments may adversely affect our financial results. Financial difficulties relating to financial institutions could adversely affect us because we have extended loans, some of which may need to be classified as nonaccrual and restructured loans, to banks, securities companies, insurance companies and other financial institutions that are not our consolidated subsidiaries. Our loans to banks and other financial institutions have been more than 5% of our total loans as of each year-end in the three fiscal years ended March 31, 2013, with the percentage increasing from 10.2% to 11.0% between March 31, 2012 and March 31, 2013. We may also be adversely affected because we are a shareholder of some other banks and financial institutions that are not our consolidated subsidiaries, including our shareholdings in Japanese regional banks and our 22.0% voting interest in Morgan Stanley as of March 31, 2013. If some of the financial institutions to which we have exposure experience financial difficulties, we may need to provide financial support to them even when such support might not be warranted from the perspective of our narrow economic interests because such institutions may be systematically important to the Japanese or global financial system. We may also be adversely affected because we enter into transactions, such as derivative transactions, in the ordinary course of business, with other banks and financial institutions as counterparties. For example, we enter into credit derivatives with banks, broker-dealers, insurance companies and other financial institutions for managing credit risk exposures, for facilitating client transactions, and for proprietary trading purposes. The notional amount of the protection we sold through these instruments was ¥3.3 trillion as of March 31, 2013. 15 In addition, financial difficulties relating to financial institutions could indirectly have an adverse effect on us because: ‰ we may be requested to participate in providing assistance to support distressed financial institutions that are not our consolidated subsidiaries; ‰ ‰ ‰ ‰ ‰ the government may elect to provide regulatory, tax, funding or other benefits to those financial institutions to strengthen their capital, facilitate their sale or otherwise, which in turn may increase their competitiveness against us; 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 confidence in financial institutions or adversely affect the overall banking environment; failures or financial difficulties experienced by other financial institutions could result in additional regulations or requirements that increase the cost of business for us; and negative media coverage of the financial 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 the price of our securities. Because of our loans to consumers and our shareholdings in companies engaged in consumer lending, changes in the business or regulatory environment for consumer finance companies in Japan may further adversely affect our financial results. We have a large loan portfolio in the consumer lending industry as well as large shareholdings in subsidiaries and equity method investees in the consumer finance industry. Our domestic loans to consumers amount to approximately one-sixth of our total outstanding loans. Of this amount, the consumer loans provided by Mitsubishi UFJ NICOS, Co., Ltd., which is our primary consumer financing subsidiary, were ¥671.6 billion as of March 31, 2013, compared to ¥757.9 billion as of March 31, 2012. Mitsubishi UFJ NICOS’s consumer loan portfolio has been adversely affected by a series of regulatory reforms recently implemented in Japan, which has affected the consumer lending industry in recent years. In December 2006, the Diet passed legislation to reform the regulations relating to the consumer lending business, including amendments to the Law Concerning Acceptance of Investment, Cash Deposit and Interest Rate, etc., which, effective June 18, 2010, reduced the maximum permissible interest rate from 29.2% per annum to 20% per annum. The regulatory reforms also included amendments to the Law Concerning Lending Business, which, effective June 18, 2010, abolished the so-called “gray-zone interest.” Gray-zone interest refers to interest rates exceeding the limits stipulated by the Interest Rate Restriction Law (between 15% per annum to 20% per annum depending on the amount of principal). Prior to June 18, 2010, gray-zone interest was permitted under certain conditions set forth in the Law Concerning Lending Business. As a result of the regulatory reforms, all interest rates are now subject to the lower limits imposed by the Interest Rate Restriction Law, compelling lending institutions, including our consumer finance subsidiaries and equity method investees, to lower the interest rates they charge borrowers. The regulations that became effective on June 18, 2010 also have had a further negative impact on the business of consumer finance companies as one of the new regulations requires, among other things, consumer finance companies to limit their lending to a single customer to a maximum of one third of the customer’s annual income regardless of the customer’s repayment capability, significantly affecting consumer financing companies. The regulations and regulatory reforms affecting the consumer finance business were one of the main factors that contributed to the decrease in interest income attributable to our consumer finance business. Our interest income attributable to the consumer finance business was approximately ¥190 billion and ¥160 billion for the fiscal years ended March 31, 2009 and 2010, respectively. However, following the regulatory changes in June 2010, our interest income attributable to the consumer finance business decreased to approximately ¥130 billion, ¥120 billion and ¥100 billion for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. 16 In addition, as a result of decisions by the Supreme Court of Japan prior to June 18, 2010 imposing stringent requirements under the Law Concerning Lending Business for charging gray-zone interest rates, consumer finance companies have experienced a significant increase in borrowers’ claims for reimbursement of previously collected interest payments in excess of the limits stipulated by the Interest Rate Restriction Law. Following the various legal developments in June 2010 and other industry developments, Mitsubishi UFJ NICOS revised its estimate by updating management’s future forecast to reflect new reimbursement claims information and other data. As of March 31, 2011, 2012 and 2013, we had ¥136.9 billion, ¥99.4 billion and ¥77.6 billion of allowance for repayment of excess interest, respectively. For the same periods, one of our equity method investees engaged in consumer lending, ACOM CO., LTD., had a negative impact of ¥96.4 billion, ¥19.3 billion and ¥17.0 billion, respectively, on Equity in losses of equity method investees—net in our consolidated statements of income. We intend to carefully monitor future developments and trends. These developments have adversely affected, and these and any future developments may further adversely affect, the operations and financial condition of our subsidiaries, equity method investees and borrowers which are engaged in consumer lending, which in turn may affect the value of our related shareholdings and loan portfolio. Our business may be adversely affected by competitive pressures, which have partly increased due to regulatory changes and recent market changes in the financial industry domestically and globally. In recent years, the Japanese financial system has been undergoing significant changes and regulatory barriers to competition have been reduced. In particular, any further reform of the Japanese postal savings system, under which the Japan Post Group companies, including Japan Post Bank Co., Ltd., were established in October 2007, could substantially increase competition within the financial services industry as Japan Post Bank, with the largest deposit base and branch network in Japan, may begin to offer financial services in competition with our business operations generating fee income. In May 2012, amendments to the postal privatization law became effective under which Japan Post Bank and Japan Post Insurance may enter into new businesses upon obtaining government approvals, and if the government’s equity holdings decrease to a certain level, the two companies will be allowed to enter into new businesses upon submission of a notice to the government. As a result, the Japan Post Group companies may seek to enter into new financial businesses. The privatization of the Japan Post Group companies remains subject to political negotiations and government action. In addition, there has been significant consolidation and convergence among financial institutions domestically and globally, and this trend may continue in the future and further increase competition in the market. A number of large commercial banks and other broad-based financial services firms have merged or formed strategic alliances with, or have acquired, other financial institutions both in Japan and overseas. As a result of the strategic alliance and the joint venture companies that we formed with Morgan Stanley, we may be newly perceived as a competitor by some of the financial institutions with which we had a more cooperative relationship in the past. 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.” Future changes in accounting standards could have a negative impact on our business and results of operations. Future developments or changes in accounting standards are unpredictable and beyond our control. For example, in response to the recent instabilities in global financial markets, several international organizations which set accounting standards have released proposals to revise standards on accounting for financial instruments. Accounting standards applicable to financial instruments remain subject to debate and revision by international organizations which set accounting standards. If the current accounting standards change in the future, the reported values of some of our financial instruments may need to be modified, and such modification could have a significant impact on our financial results or financial condition. For more information, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Estimates.” 17 We could also be required to incur significant expenses to comply with new accounting standards and regulations. For example, if we adopt a new accounting system in the future, we may be required to incur significant additional costs for establishing and implementing effective internal controls, which may materially and adversely affect our financial condition and results of operations. 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 United States and other countries to avoid doing business with us or investing in our shares. We, through our subsidiaries, engage in business activities with entities in or affiliated with Iran, including transactions with counterparties owned or controlled by the Iranian government, and our banking subsidiary has a representative office in Iran. The U.S. Department of State has designated Iran and other countries as “state sponsors of terrorism,” and U.S. law generally prohibits U.S. persons from doing business with such countries. We currently have business activities with entities in or affiliated with such countries in accordance with our policies and procedures designed to ensure compliance with regulations applicable in the jurisdictions in which we operate. We have loan transactions with counterparties in or affiliated with Iran, the outstanding balance of which was approximately $4.7 million, representing less than 0.001% of our total assets, as of March 31, 2013. We do not have any loans outstanding to the financial institutions specifically listed by the U.S. government. In addition to such loan transactions, our other transactions with counterparties in or affiliated with countries designated as state sponsors of terrorism consist of receiving deposits or holding assets on behalf of individuals residing in Japan who are citizens of countries designated as state sponsors of terrorism, processing payments to or from entities in or affiliated with these countries on behalf of our customers, and issuing letters of credit and guarantees in connection with transactions with entities in or affiliated with such countries by our customers. These transactions do not have a material impact on our business or financial condition. For a further discussion of transactions required to be disclosed under the U.S. Iran Threat Reduction and Syria Human Rights Act of 2012, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—United States—Disclosure under Section 13(r) of the U.S. Securities Exchange Act of 1934.” We are aware of initiatives by U.S. governmental entities and non-government entities, including 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, counter-parties or investors in our shares. In addition, depending on socio-political developments, our reputation may suffer due to our transactions with counterparties in or affiliated with these countries. The above circumstances could have an adverse effect on our business and financial condition. Global financial institutions, including us, have become subject to an increasingly complex set of sanctions laws and regulations in recent years, and this regulatory environment is expected to continue. Moreover, the measures proposed or adopted vary across the major jurisdictions, increasing the cost and resources necessary to design and implement an appropriate global compliance program. The U.S. federal government and some state governments in the United States have enacted legislation designed to limit economic and financial transactions with Iran by limiting the ability of financial institutions that may have engaged in any one of a broad range of activities related to Iran to conduct various transactions in the relevant jurisdictions. The U.S. federal government recently strengthened the Iran-related regulations with the enactment in August 2012 of the Iran Threat Reduction and Syria Human Rights Act, which, among other things, imposes additional disclosure requirements. The Japanese government has also implemented a series of measures under the Foreign Exchange and Foreign Trade Act, such as freezing the assets of designated financial institutions and others that could contribute to Iran’s nuclear activities, and our most recently modified policies and procedures take into account the current Japanese regulatory requirements. There remains a risk of potential U.S. regulatory action against us, however, if U.S. regulators perceive the modified policies and procedures not to be in compliance with applicable regulations. 18 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 banking subsidiaries are required to maintain risk-weighted capital ratios above the levels specified in the capital adequacy guidelines of the Financial Services Agency of Japan, which have been revised as of March 31, 2013, as described below. As of March 31, 2013, our total risk- adjusted capital ratio was 16.68% compared to the minimum risk-adjusted capital ratio required of 8.00%, our Tier 1 capital ratio was 12.74% compared to the minimum Tier 1 capital ratio required of 4.50%, and our Common Equity Tier 1 capital ratio was 11.70% compared to the minimum Common Equity Tier 1 capital ratio required of 3.50%. Our capital ratios are calculated in accordance with Japanese banking regulations based on information derived from our financial statements prepared in accordance with Japanese GAAP. In addition, some of our subsidiaries are also subject to the capital adequacy rules of various foreign countries, including the United States where each of MUFG, BTMU, Mitsubishi UFJ Trust and Banking Corporation, or MUTB, and UNBC is a financial holding company under the U.S. Bank Holding Company Act. We or our banking subsidiaries may be unable to continue to satisfy the capital adequacy requirements because of: ‰ ‰ ‰ ‰ ‰ ‰ ‰ increases in credit risk assets and expected losses we or our subsidiaries may incur due to fluctuations in our or our subsidiaries’ loan and securities portfolios as a result of deteriorations in the credit of our borrowers and the issuers of equity and debt securities; increases in credit costs we or our subsidiaries may incur as we or our subsidiaries dispose of problem loans or as a result of deteriorations in the credit of our borrowers; declines in the value of our or our subsidiaries’ securities portfolio; changes in the capital ratio requirements or in the guidelines regarding the calculation of bank holding companies’ or banks’ capital ratios or changes in the regulatory capital requirements for securities firms; a reduction in the value of our or our subsidiaries’ deferred tax assets; adverse changes in foreign currency exchange rates; or other adverse developments discussed in these risk factors. The Group of Central Bank Governors and Heads of Supervision has made a series of announcements regarding the new global regulatory framework, which has been referred to as “Basel III,” to strengthen the regulation, supervision and risk management of the banking sector. Various Basel III measures are being phased in from the calendar year 2013, including those designed to raise the level of minimum capital requirements and to establish an internationally harmonized leverage ratio and a global minimum liquidity standard. In addition, the Basel Committee on Banking Supervision has proposed additional loss absorbency requirements to supplement the Common Equity Tier 1 capital requirement ranging from 1% to 3.5% for global systemically important banks, or G-SIBs, depending on the bank’s systemic importance. The Financial Stability Board identified us as a G-SIB in its most recent annual report published in November 2012, and indicated that, as a G-SIB, we would be required to hold an additional 1.5% of Tier 1 common equity. The group of banks identified as G-SIBs is expected to be updated annually, and the first group of G-SIBs to which the stricter capital requirements will initially be applied is expected to be identified in 2014. The stricter capital requirements are expected to be implemented in phases between January 1, 2016 and December 31, 2018 and will become fully effective on January 1, 2019. Based on the Basel III framework, the Japanese capital ratio framework has been revised to implement the more stringent requirements, which are being implemented in phases beginning on March 31, 2013. Likewise, local banking regulators outside of Japan, such as those in the United States, are expected to revise the capital and liquidity requirements imposed on our subsidiaries and operations in those countries to implement the more stringent requirements of Basel III as adopted in those countries. Under the capital adequacy guidelines of the FSA, which have been revised in connection with the adoption of Basel III, there is a transitional measure relating to the inclusion as a capital item of capital raising instruments issued in or prior to March 2013, and such instruments can be included as a capital item when calculating capital 19 ratios to the extent permitted by the transitional measure. Such capital raising instruments may require refinancing upon the expiration of the transition period during which such instruments can be included as a capital item in the calculation of capital ratios. However, in order for newly issued capital raising instruments, other than common stock, to be included as a capital item in the calculation of capital ratios under the revised capital adequacy guidelines, such instruments must have a clause in their terms and conditions that requires them to be written off or converted into common stock when the issuing financial institution is deemed non-viable or when the issuing financial institution’s capital ratios decline below prescribed levels. As a result, under certain market conditions, we may be unable to refinance or issue capital raising instruments under terms and conditions similar to those of capital raising instruments issued in or prior to March 2013. If such circumstances arise, our and our banking subsidiaries’ capital could be reduced, and our and our bank subsidiaries’ capital ratio could decrease. In addition, under the FSA’s revised capital adequacy guidelines, deferred tax assets can be included as a capital item when calculating capital ratios up to a prescribed amount. However, this upper limit is expected to be reduced in phases. If and to the extent the amount of deferred tax assets exceeds this limit and cannot be included in Common Equity Tier 1 capital, our and our banking subsidiaries’ capital ratios can decrease. If our capital ratios fall below required levels, the FSA 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. In addition, if the capital ratios of our subsidiaries subject to capital adequacy rules of foreign jurisdictions fall below the required levels, the local regulators could also take action against them that may result in reputational damage or financial losses to us. Since maintaining our capital ratios at acceptable levels is crucial to our business, our management devotes a significant amount of attention and resources to capital ratio related issues and may also significantly alter our business strategy or operations if our capital ratios decline to unacceptable levels. 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” and “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Adequacy.” If the goodwill recorded in connection with our acquisitions becomes impaired, we may be required to record impairment losses, which may adversely affect our financial results and the price of our securities. In accordance with U.S. GAAP, we account for our business combinations using the acquisition method of accounting. We recorded the excess of the purchase price over the fair value of the assets and liabilities of the acquired companies as goodwill. U.S. 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. As of March 31, 2013, the balance of goodwill was ¥418.0 billion. We may be required to record additional impairment losses relating to goodwill in future periods if the fair value of any of our reporting units declines below the fair value of related assets net of liabilities. Any additional impairment losses will negatively affect our financial results, and the price of our securities could be adversely affected. For a detailed discussion of our periodic testing of goodwill for impairment and the goodwill recorded, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Estimates—Accounting for Goodwill and Intangible Assets.” A further downgrade of our credit ratings could trigger additional collateral obligations under our derivative contracts and increase our funding costs. In August 2011, Moody’s announced that it downgraded the long-term credit ratings of BTMU and MUTB by one-notch from Aa2 to Aa3, and the long-term credit rating of Mitsubishi UFJ Securities Holding Co., Ltd., or MUSHD, by one-notch from A1 to A2. On July 20, 2012, Fitch downgraded the ratings assigned to BTMU and MUTB by one-notch from A to A-, although Fitch subsequently upgraded them. A further credit rating downgrade by Moody’s, Fitch, Standard & Poor’s Ratings Services LLC or any other credit rating agency may have an adverse impact on us. Substantially all of the derivative contracts with collateral obligations entered into 20 by BTMU, MUTB and MUSHD are subject to a Credit Support Annex, or CSA, as published by the International Swaps and Derivatives Association, Inc., or ISDA. Following the downgrades by Moody’s and Fitch, some of our existing CSAs were modified to require, and some of the new CSAs that we entered into required, additional collateral at lower thresholds. Assuming all of the relevant credit rating agencies downgraded the credit ratings of BTMU, MUTB and MUSHD by one-notch on March 31, 2013, we estimate that our three main subsidiaries under their derivative contracts as of the same date, would have been required to provide additional collateral of approximately ¥11.0 billion. Assuming a two-notch downgrade by all of the relevant credit rating agencies occurred on the same date, we estimate that the additional collateral requirements for BTMU, MUTB and MUSHD under their derivative contracts as of the same date would have been approximately ¥19.5 billion. In addition, a further downgrade of the credit ratings of our major subsidiaries could result in higher funding costs. For additional information on the impact of recent downgrades, see “Item 5.B. Operating and Financial Review and Prospects— Liquidity and Capital Resources—Financial Condition—Sources of Funding and Liquidity.” Failure to safeguard personal and other confidential information may result in liability, reputational damage or financial losses. As our operations expand in volume, complexity and geographic scope, we are exposed to increased risk of confidential information in our possession being lost, leaked, altered or falsified as a result of human or system error, misconduct, unlawful behavior, or natural or human-caused disasters. Our information systems and information management policies and procedures may not be sufficient to safeguard confidential information against such risks. As a financial institution in possession of customer information, we are required to treat personal and other confidential information as required by the Personal Information Protection Law of Japan, as well as the Banking Law and the Financial Instruments and Exchange Law of Japan. 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. We may have to provide compensation for economic loss and emotional distress arising out of a failure to protect such information. 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. Moreover, any loss, leakage, alteration or falsification of confidential information, or any malfunction or failure of our information systems, may result in significant disruptions to our business operations or plans or may require us to incur significant financial, human and other resources to implement corrective measures or enhance our information systems and information management policies and procedures. Risks Related to Owning Our Shares It may not be possible for investors to effect service of process within the United States upon us or our directors, corporate auditors or other management members, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the U.S. federal or state securities laws. We are a joint stock company incorporated under the laws of Japan. Almost all of our directors, corporate auditors or other management members reside outside the United States. Many of our assets and the assets of these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon us or these persons or to enforce, against us or these persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the U.S. federal or state securities laws. 21 We believe there is doubt as to the enforceability in Japan, in original actions or in actions brought in Japanese courts to enforce judgments of U.S. courts, of claims predicated solely upon the U.S. federal or state securities laws mainly because the Civil Execution Act of Japan requires Japanese courts to deny requests for the enforcement of judgments of foreign courts if foreign judgments fail to satisfy the requirements prescribed by the Civil Execution Act, including: ‰ ‰ ‰ ‰ the jurisdiction of the foreign court be recognized under laws, regulations, treaties or conventions; proper service of process be made on relevant defendants, or relevant defendants be given appropriate protection if such service is not received; the judgment and proceedings of the foreign court not be repugnant to public policy as applied in Japan; and there exist reciprocity as to the recognition by a court of the relevant foreign jurisdiction of a final judgment of a Japanese court. Judgments obtained in the U.S. courts predicated upon the civil liability provisions of the U.S. federal or state securities laws may not satisfy these requirements. Risks Related to Owning Our ADSs As a holder of ADSs, you have fewer rights than a shareholder of record in our shareholder register since you must act through the depositary to exercise these rights. The rights of our shareholders under Japanese law to take actions such as voting, 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 American Depositary Shares, or ADSs, only the depositary can exercise shareholder rights relating to the deposited shares. ADS holders, in their capacity, will not be able to directly bring a derivative action, examine our accounting books and records and exercise appraisal rights. We have appointed The Bank of New York Mellon as depositary, and we have the authority to replace the depositary. Pursuant to the deposit agreement among us, the depositary and a holder of ADSs, the depositary will make efforts to exercise voting or any other rights associated with shares underlying ADSs in accordance with the instructions given by ADS holders, and to pay to ADS holders dividends and distributions collected from us. However, the depositary can exercise reasonable discretion in carrying out the instructions or making distributions, and is not liable for failure to do so as long as it has acted in good faith. Therefore, ADS holders may not be able to exercise voting or any other rights in the manner that they had intended, or may lose some or all of the value of the dividends or the distributions. Moreover, the depositary agreement that governs the obligations of the depositary may be amended or terminated by us and the depositary without your consent, notice, or any reason. As a result, you may be prevented from having the rights in connection with the deposited shares exercised in the way you had wished or at all. ADS holders are dependent on the depositary to receive our communications. We send to the depositary all of our communications to ADS holders, including annual reports, notices and voting materials, in Japanese. ADS holders may not receive all of our communications with shareholders of record in our shareholder register in the same manner or on an equal basis. In addition, ADS holders may not be able to exercise their rights as ADS holders due to delays in the depositary transmitting our shareholder communications to ADS holders. For a detailed discussion of the rights of ADS holders and the terms of the deposit agreement, see “Item 10.B. Additional Information—Memorandum and Articles of Association.” 22 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 Company Law of Japan. We are the holding company for The Bank of Tokyo-Mitsubishi UFJ, Ltd., or BTMU, Mitsubishi UFJ Trust and Banking Corporation, or MUTB, Mitsubishi UFJ Securities Holdings Co., Ltd., or MUSHD, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or MUMSS, Mitsubishi UFJ NICOS Co., Ltd., and other companies engaged in a wide range of financial businesses. On April 2, 2001, The Bank of Tokyo-Mitsubishi, Ltd., Mitsubishi Trust and Banking Corporation, or Mitsubishi Trust Bank, and Nippon Trust and Banking Co., Ltd. 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 traded 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 and Banking was later merged into Mitsubishi Trust Bank. On June 29, 2005, the merger agreement between MTFG 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.” The merger of the two bank holding companies was completed on October 1, 2005. On September 30, 2007, MUSHD, which was then called “Mitsubishi UFJ Securities Co., Ltd.,” or MUS, became our wholly-owned subsidiary through a share exchange transaction. On October 13, 2008, we formed a global strategic alliance with Morgan Stanley and, as part of the alliance, made an equity investment in Morgan Stanley in the form of convertible and non-convertible preferred stock, and subsequently appointed a representative to Morgan Stanley’s board of directors. On October 21, 2008, we completed a tender offer for outstanding shares of ACOM CO., LTD. common stock, raising our ownership in ACOM to approximately 40%. On November 4, 2008, BTMU completed the acquisition of all of the shares of common stock of UnionBanCal Corporation, or UNBC, not previously owned by BTMU and, as a result, UNBC became a wholly-owned indirect subsidiary of MUFG. On May 1, 2010, we and Morgan Stanley integrated our securities and investment banking businesses in Japan into two joint venture securities companies, one of which is MUMSS created by spinning off the wholesale and retail securities businesses conducted in Japan from MUSHD and subsequently assuming certain operations in Japan from a subsidiary of Morgan Stanley. On June 30, 2011, we converted all of our Morgan Stanley’s convertible preferred stock into Morgan Stanley’s common stock, resulting in our holding approximately 22.4% of the voting rights in Morgan Stanley. Further, we appointed a second representative to Morgan Stanley’s board of directors on July 20, 2011. Following the conversion on June 30, 2011, Morgan Stanley became our equity-method affiliate. As of March 31, 2013, we held approximately 22.0% of the voting rights in Morgan Stanley and had two representatives appointed to Morgan Stanley’s board of directors. We and Morgan Stanley continue to pursue a variety of business opportunities in Japan and abroad in accordance with the global strategic alliance. Our registered address is 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan, and our telephone number is 81-3-3240-8111. 23 For a discussion of recent developments, see “Item 5. 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’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 Bank of Tokyo-Mitsubishi 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. 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 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 its manufacturing industries, 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 24 registered head office is located at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8212, Japan, and its telephone number is 81-3-3212-1211. MUTB is 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 Limited. 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 and Banking and The Tokyo Trust Bank, Ltd., which were previously subsidiaries of Bank of Tokyo-Mitsubishi, was 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 Holdings Co., Ltd. MUSHD is a wholly-owned subsidiary of MUFG. MUSHD functions as an intermediate holding company of MUFG’s global securities business. MUSHD’s registered head office is located at 5-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-0005, Japan, and its telephone number is 81-3-6213-2550. MUSHD is a joint stock company (kabushiki kaisha) incorporated in Japan under the Company Law. MUSHD has major overseas subsidiaries in London, New York, Hong Kong, Singapore and Geneva. In April 2010, MUSHD, which was previously called “Mitsubishi UFJ Securities Co., Ltd.,” or MUS, became an intermediate holding company by spinning off its securities and investment banking business operations to a wholly-owned operating subsidiary established in December 2009, currently MUMSS. Upon the consummation of the corporate spin-off transaction, the intermediate holding company was renamed “Mitsubishi UFJ Securities Holdings Co., Ltd.” and the operating subsidiary was renamed “Mitsubishi UFJ Securities Co., Ltd.” The operating subsidiary was subsequently renamed MUMSS in May 2010 upon integration of our securities operations in Japan with those of Morgan Stanley. MUS was formed through the merger between Mitsubishi Securities Co., Ltd. and UFJ Tsubasa Securities Co., Ltd. on October 1, 2005, with Mitsubishi Securities being the surviving entity. The surviving entity was renamed “Mitsubishi UFJ Securities Co., Ltd.” and, in September 2007, became our wholly-owned subsidiary through a share exchange transaction. Mitsubishi Securities was formed in September 2002 through a merger of Bank of Tokyo-Mitsubishi’s securities subsidiaries and affiliate, KOKUSAI Securities Co., Ltd., Tokyo-Mitsubishi Securities Co., Ltd. and Tokyo-Mitsubishi Personal Securities Co., Ltd., and Mitsubishi Trust Bank’s securities affiliate, Issei Securities Co., Ltd. In July 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. 25 Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. MUMSS is our core securities and investment banking subsidiary. MUMSS was created as one of the two Japanese joint venture securities companies in May 2010 between Morgan Stanley and us as part of our global strategic alliance. MUMSS succeeded to the investment banking operations conducted in Japan by a subsidiary of Morgan Stanley and the wholesale and retail securities businesses conducted in Japan by MUS. MUFG, through MUSHD, holds 60% voting and economic interests in MUMSS. MUMSS’s registered head office is located at 5-2 Marunouchi 2-chome, Chiyoda-ku, Tokyo, 100-0005 Japan, and its telephone number is 81-3-6213-8500. MUMSS is a joint stock company (kabushiki kaisha) incorporated in Japan under the Company Law. For more information on our joint venture securities companies, see “—B. Business Overview—Global Strategic Alliance with Morgan Stanley.” Mitsubishi UFJ NICOS Co., Ltd. Mitsubishi UFJ NICOS is a major credit card company in Japan that issues credit cards, including those issued under the MUFG, NICOS, UFJ and DC brands, and provides a broad range of credit card and other related services for its card members in Japan. Mitsubishi UFJ NICOS is a consolidated subsidiary of MUFG. Mitsubishi UFJ NICOS’s registered head office is located at 33-5, Hongo 3-chome, Bunkyo-ku, Tokyo 113-8411, Japan, and its telephone number is 81-3-3811-3111. Mitsubishi UFJ NICOS is a joint stock company (kabushiki kaisha) incorporated in Japan under the Company Law. On August 1, 2008, Mitsubishi UFJ NICOS became a wholly-owned subsidiary of MUFG through a share exchange transaction. On the same day, we entered into a share transfer agreement with The Norinchukin Bank, or Norinchukin, under which we sold some of our shares of Mitsubishi UFJ NICOS common stock to Norinchukin. Currently, Mitsubishi UFJ NICOS is a consolidated subsidiary of MUFG. In March 2011, we and Norinchukin made additional equity investments in Mitsubishi UFJ NICOS in proportion to our and Norinchukin’s respective beneficial ownership of approximately 85% and 15%, respectively. Mitsubishi UFJ NICOS was formed through the merger, on April 1, 2007, of UFJ NICOS Co., Ltd. and DC Card Co., Ltd. As the surviving entity, UFJ NICOS Co., Ltd. was renamed “Mitsubishi UFJ NICOS Co., Ltd.” UFJ NICOS was formed through the merger, on October 1, 2005, of Nippon Shinpan Co., Ltd. and UFJ Card Co., Ltd. Originally founded in 1951 and listed on the Tokyo Stock Exchange in 1961, Nippon Shinpan was a leading company in the consumer credit business in Japan. Nippon Shinpan became a subsidiary of MUFG at the time of the merger with UFJ Card. Prior to the merger between MTFG and UFJ Holdings in October 2005, DC Card was a subsidiary of MTFG while UFJ Card was a subsidiary of UFJ Holdings. B. Business Overview We are one of the world’s largest and most diversified financial groups with total assets of ¥231 trillion as of March 31, 2013. The Group is comprised of BTMU, MUTB, MUMSS (through MUSHD), Mitsubishi UFJ NICOS and other subsidiaries and affiliates, for which we are the holding company. As a bank holding company, we are regulated under the Banking Law of Japan. Our 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 among the Japanese banks, comprised of offices and subsidiaries, including Union Bank, in more than 40 countries. While maintaining the corporate cultures and core competencies of BTMU, MUTB, MUMSS (through MUSHD) and Mitsubishi UFJ NICOS, 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; 26 ‰ ‰ ‰ ‰ leverage the flexibility afforded by our organizational structure to expand our business; benefit from the collective expertise of BTMU, MUTB, MUMSS (through MUSHD) and Mitsubishi UFJ NICOS; achieve operational efficiencies and economies of scale; and enhance the sophistication and comprehensiveness of the Group’s risk management expertise. Since April 2004, we have adopted an integrated business group system comprising our core business areas, which serve as the Group’s core sources of net operating profit. Currently, we have five business segments: Integrated Retail Banking Business, Integrated Corporate Banking Business, Integrated Trust Assets Business, Integrated Global Business and Global Markets. MUFG’s role as the holding company is to strategically manage and integrate the activities of these business segments. Group-wide strategies are determined by the holding company and executed by the banking subsidiaries and other subsidiaries. In October 2008, each of MUFG, BTMU, MUTB and UNBC became a financial holding company under the U.S. Bank Holding Company Act. For more information, see “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—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” and “—B. Information on the Company— Business Overview—Supervision and Regulation—United States.” MUFG Management Policy MUFG Group formulated in May 2012 the Group Corporate Vision to clarify the nature of the Group’s overall mission and the type of group it should aspire to be, and as a shared principle to unify the hearts and minds of Group employees, while meeting the expectations of our customers and society. Throughout the Group, the people of MUFG are working under three shared values—Integrity and Responsibility, Professionalism and Teamwork, and Challenging Ourselves to Grow—while aiming to be the world’s most trusted financial group. Corporate Vision OUR MISSION To be a foundation of strength, committed to meeting the needs of our customers, serving society, and fostering shared and sustainable growth for a better world. OUR VISION —Be the world’s most trusted financial group— 1. Work together to exceed the expectations of our customers 2. Provide reliable and constant support to our customers 3. Expand and strengthen our global presence OUR VALUES 1. Integrity and Responsibility 2. Professionalism and Teamwork 3. Challenge Ourselves to Grow We have declared our message to the world as “Quality for You,” with management’s emphasis on quality. “Quality for You” means that by providing high-quality services, we aspire to help improve the quality of the lives of individual customers and the quality of each corporate customer. The “You” expresses the basic stance of MUFG that we seek to contribute not only to the development of our individual customers but also communities and society. We believe that delivering superior quality services, reliability, and global coverage will result in more profound and enduring contributions to society. 27 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 we 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, MUMSS and other affiliate companies of MUFG. In December 2012, we made Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. a wholly-owned subsidiary in order to further strengthen private banking services for high net-worth customers. Deposits and retail asset management services. We offer a full range of bank deposit products including a non-interest-bearing deposit account that is redeemable on demand and intended primarily for payment and settlement functions, and is fully insured by the Deposit Insurance Corporation of Japan without a maximum amount limitation. We 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 money trusts, and other investment products, such as investment 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 provide a diverse lineup of investment trust products allowing our customers to choose products according to their investment needs through BTMU, MUTB and MUMSS as well as kabu.com Securities Co., Ltd., which specializes in online financial services. For example, as of March 31, 2013, BTMU offers our clients a total of 94 investment trusts. Moreover, BTMU has placed significant importance on providing after-sales advice to all of our customers who have purchased our investment trust products. Insurance. We offer insurance products to meet the needs of our customers as a sales agent of third party insurance companies. Our current lineup of insurance products consists of investment-type individual annuity insurance, fixed-amount annuity insurance, single-premium whole-life insurance and level-payment insurance. BTMU has been offering life, medical and cancer insurance since December 2007, nursing-care insurance since April 2008 and car insurance since July 2009. As of March 31, 2013, BTMU offered 43 varieties of insurance products at 475 BTMU branches. MUTB also offers whole life insurance and medical insurance at all of its branches. Financial products intermediation services. We offer financial products intermediation services through BTMU acting as an agent with three MUFG securities companies (MUMSS, Mitsubishi UFJ Merrill Lynch PB Securities, and kabu.com Securities) and through MUTB acting as an agent with MUMSS. We offer securities, including publicly offered stocks, foreign and domestic investment trusts, Japanese government bonds, foreign bonds and various other products. Loans. We offer housing loans, card loans, and other loans to individuals. With respect to housing loans, in addition to housing loans incorporating health insurance for seven major illnesses, BTMU began offering in June 2009 preferential interest rates under its “Environmentally Friendly Support” program to customers who purchase “environment-conscious” houses (e.g., houses with solar electric systems) which meet specific criteria in response to increasing public interest in environmental issues. BTMU also offers a card loan service called “BANQUIC,” for which applications can be accepted through the internet, telephone, video counter and mobile phone. A customer who has an account with BTMU can obtain loans through the “BANQUIC” service by having the loan proceeds directly remitted to the customer’s BTMU account. 28 Credit cards. Among our group companies, Mitsubishi UFJ NICOS and BTMU issue credit cards and offer some preferential services provided by other MUFG group companies (including preferential rates for BTMU housing loans) to holders of the “MUFG card” issued by Mitsubishi UFJ NICOS and gold cards issued by BTMU. Retail securities business. We conduct our retail securities business in Japan through MUMSS which was formed in May 2010 through the integration of the domestic wholesale and retail securities business previously conducted by MUS and the investment banking business previously conducted by Morgan Stanley Japan Securities Co., Ltd., or Morgan Stanley Japan. See “—Global Strategic Alliance with Morgan Stanley” below. Domestic Network. We offer products and services through a wide range of channels, including branches, ATMs, video counters, and, Mitsubishi-Tokyo UFJ Direct (telephone, internet and mobile phone banking). We offer integrated financial services combining our banking, trust banking and securities services at MUFG Plazas. These Plazas provide retail customers with an integrated and flexible suite of services at one-stop outlets. As of March 31, 2013, we provided those services through 30 MUFG Plazas. To provide exclusive membership services to high net-worth individual customers, we have Private Banking Offices featuring lounges and private rooms where we provide wealth management advice and other services to our customers in a relaxing and comfortable setting. As of March 31, 2013, we had 30 Private Banking Offices in Japan. To improve customer convenience, BTMU has enhanced its ATM network and ATM related services. BTMU has also ceased to charge ATM transaction fees from customers of BTMU and MUTB for certain transactions. Furthermore, BTMU currently shares its ATM network with six Japanese local banks, AEON Bank, Ltd. and the banks belonging to the Japan Agricultural Cooperatives bank group. BTMU has also ceased to charge ATM transaction fees from customers who use these banks’ ATMs for certain transactions. Trust agency operations. We offer MUTB’s trust related products and advisory services through our trust agency system not only for MUTB customers but also for BTMU and MUMSS customers. As of March 31, 2013, BTMU engaged in the following eight businesses as the trust banking agent for MUTB: testamentary trusts, inheritance management, asset succession planning, inheritance management agency operations, business management financial consulting, lifetime gift trusts, share disposal trusts, and marketable securities administration trusts. MUMSS engaged in the following three businesses as the trust banking agent for MUTB: testamentary trusts, inheritance management and asset succession planning. Because of Japan’s aging society, customer demand for inheritance-related advice is increasing, and we aim to significantly strengthen our ability to cross-sell the inheritance products to our existing customers. Integrated Corporate Banking Business Group The Integrated Corporate Banking Business Group covers domestic and overseas corporate businesses, including commercial banking, investment banking, trust banking and securities businesses. Through the integration of these business lines, diverse financial products and services are provided mainly to our Japanese 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. Commercial Banking We provide various financial solutions, such as loans and fund management, remittance and foreign exchange services, to meet the requirements of small and medium-sized enterprise, or SME, customers. We also help our customers develop business strategies, such as overseas expansions, inheritance-related business transfers and stock listings. 29 CIB (Corporate and Investment Banking) We offer advanced financial solutions mainly to large corporations through corporate and investment banking services. Product specialists globally provide derivatives, securitization, syndicated loans, structured finance, and other services. We also provide investment banking services, such as M&A advisory, bond and equity underwriting, to meet our customers’ needs. A large part of our investment banking business in Japan is provided by MUMSS which was formed in May 2010 through the integration of the domestic wholesale and retail securities business previously conducted by MUS and the investment banking business conducted by Morgan Stanley Japan. See “—Global Strategic Alliance with Morgan Stanley” below. Transaction Banking We provide online banking services that allow customers to make domestic and overseas remittances electronically. We also provide a global cash pooling/netting service, and the “Treasury Station,” a fund management system for multi-company groups. These services are designed particularly for customers who have global business activities. Trust Banking MUTB’s experience and know-how in the asset management business, real estate brokerage and appraisal services, and stock transfer agency services also enable us to offer services tailored to the financial strategies of each client, including securitization of real estate, receivables and other assets. 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 pension funds, including stable and secure pension fund management and administration, advice on pension schemes, and payment of benefits to scheme members. With the aim of further enhancing the business, MUTB has strategic alliances with asset management companies outside of Japan. Our Integrated Trust Assets Business Group combines MUTB’s trust assets business, comprising trust assets management services, asset administration and custodial services, and the businesses of Mitsubishi UFJ Global Custody S.A., Mitsubishi UFJ Asset Management Co., Ltd. and KOKUSAI Asset Management Co., Ltd. Mitsubishi UFJ Global Custody S.A. provides global custody services, administration services for investment funds and fiduciary and trust accounts, and other related services to institutional investors. Mitsubishi UFJ Asset Management and KOKUSAI Asset Management provide asset management and trust products and services mainly to individual customers and corporate clients in Japan. Integrated Global Business Group The Integrated Global Business Group was established on July 1, 2011 to effectively coordinate and enhance our group-wide efforts to strengthen and expand overseas operations. Integrated Global Business Group is designed to clarify the leadership in, and enhance the coordination for, our overseas strategies on a group-wide basis. Overseas business development has been an important pillar of our growth strategy. Aiming to further raise our presence in the global financial market, we are shifting our approach where each of our group companies 30 individually promotes its overseas business to a more group-wide approach. The new approach is designed to enable us to exercise our comprehensive expertise to provide our overseas customers with value-added services more effectively. As global financial regulations have become increasingly stringent following the recent global financial crisis, the realignment in the global financial industry has accelerated with financial institutions merging and entering into alliances particularly in Europe and the United States. Moreover, the importance of emerging markets in Asia and other regions has been rapidly growing, and the business environment surrounding the international financial industry is becoming more complex. In addition, customers’ financing needs are becoming more diverse and sophisticated as their activities are becoming more globalized. Amidst this dynamic environment, Integrated Global Business Group covers our overseas businesses, including commercial banking services such as loans, deposits and cash management services, retail banking, trust assets and securities businesses (with the retail banking and trust assets businesses being conducted through Union Bank), through a global network of more than 500 offices outside of Japan to provide customers with financial products and services that meet their increasingly diverse and sophisticated financing needs. CIB (Corporate and Investment Banking) Our CIB business primarily serves large corporations, financial institutions, and sovereign and multinational organizations with a comprehensive set of solutions for their financing needs. Through our global network of offices and branches, we provide a full range of services, including corporate banking services such as providing project finance as well as ECA finance and arranging the issuance of asset-backed commercial paper, investment banking services such as debt/equity issuance, and M&A advisory services, to help clients develop financial strategies. To meet clients’ expectations for their various financing needs, we have established a client-oriented coverage business model and coordinate our product experts who can offer innovative finance services all around the world. With our acquisition in December 2010 from The Royal Bank of Scotland Group plc of project finance assets consisting of loans for natural resources, power and other infrastructure projects in Europe, the Middle-East and Africa, and related assets, we continue to seek to strengthen our project finance business, which is one of the core businesses of CIB. Transaction Banking We have Transaction Banking offices in six locations around the world through which we provide commercial banking products and services for corporations and financial institutions in managing and processing domestic and cross-border payments, mitigating risks in international trade, and performing asset and liability management. A team of approximately 400 officers provide customers with support for their domestic, regional and global trade finance and cash management programs through our extensive global network. Union Bank UNBC is a wholly-owned indirect subsidiary of MUFG. UNBC is a U.S. bank holding company with Union Bank being its primary subsidiary. Union Bank is a leading regional bank headquartered in California, ranked by the Federal Deposit Insurance Corporation, or FDIC, as the 21st largest bank in the United States in terms of total deposits as of March 2013. Union Bank provides a wide range of financial services to consumers, small businesses, middle-market companies and major corporations, primarily in California, Oregon, Washington, and Texas as well as nationally and internationally. In October 2012, Union Bank acquired Smartstreet, formerly a division of Atlanta- based PNC Bank, N.A. which had approximately $1.0 billion in deposits and provides banking services nationwide to homeowners associations and community association management companies in the United States. In December 2012, UNBC acquired Pacific Capital Bancorp, a bank holding company based in California with approximately $6.7 billion in total assets and approximately $4.7 billion in deposits. In April 2013, Union Bank reached an agreement to acquire PB Capital Corporation’s institutional commercial real estate lending division platform. 31 Headquartered in New York, the commercial real estate lending division of PB Capital had approximately $3.5 billion in loans outstanding on properties in various major metropolitan areas in U.S. as of June 14, 2013. In May 2013, Union Bank agreed to assume the deposits and acquire certain assets of First Bank Association Bank Services, a unit of First Bank, which provides a full range of services to homeowners associations and community management companies. For more information, see “Item 5. Operating and Financial Review and Prospects— Recent Developments.” Activities in Asia Recently, we have been expanding our operations in Asia in an effort to further develop our operations abroad. For example, in May 2013, BTMU acquired approximately 20% of the ordinary shares of Vietnam Joint Stock Commercial Bank for Industry and Trade, or VietinBank. VietinBank is one of the major Vietnamese state-owned commercial banks in terms of assets. VietinBank is now accounted for under the equity method. In addition, on July 2, 2013, BTMU entered into a share tender agreement with GE Capital regarding GE Capital’s shareholding in Bank of Ayudhya Public Company Limited, or Krungsri, in Thailand. Under the agreement, BTMU will launch a voluntary tender offer for all of the outstanding Krungsri shares upon satisfaction of regulatory and corporate approvals and other conditions, and GE Capital will tender all of the shares it holds in Krungsri, constituting approximately 25.33% of the total outstanding shares of Krungsri, in the tender offer. Krungsri, which was established in 1945, is the fifth-largest commercial bank in Thailand in terms of assets. Krungsri provides banking, consumer finance, investment, asset management, and other financial products and services to individual consumers, SMEs, and large corporation through 601 branches and over 19,000 service outlets in Thailand. For more information on the above transactions in Asia, see “Item 5. Operating and Financial Review and Prospects—Recent Developments.” Global Markets Global Markets covers asset and liability management and strategic investments of BTMU and MUTB, and sales and trading of financial products of BTMU, MUTB and MUSHD. Effective July 1, 2012, the Integrated Global Business Group and Global Markets started working jointly on some of the sales and trading businesses of MUSHD’s foreign subsidiaries as part of our efforts to strengthen the cooperation between BTMU and MUSHD of their markets businesses and to expand investor relationships while improving our trading capabilities to seize interest rate and foreign exchange market opportunities for loans and corporate bond transactions. Accordingly, during the year ended March 31, 2013, we began reporting a portion of the securities sales and trading businesses, which previously was presented within the Integrated Global Business Group, as part of Global Markets. Global Strategic Alliance with Morgan Stanley As a result of our conversion of Morgan Stanley convertible preferred stock into Morgan Stanley’s common stock on June 30, 2011, we hold approximately 432 million shares of Morgan Stanley’s common stock representing approximately 22.0% of the voting rights in Morgan Stanley and Series C Preferred Stock with a face value of approximately $521.4 million, or ¥53.6 billion, and 10% dividend as of March 31, 2013. As of the same date, we had two representatives appointed to Morgan Stanley’s board of directors. We adopted the equity method of accounting for our investment in Morgan Stanley beginning with the fiscal year ended March 31, 2012. In conjunction with Morgan Stanley, we formed two securities joint venture companies in May 2010 to integrate our respective Japanese securities companies. We converted the wholesale and retail securities businesses conducted in Japan by MUS into MUMSS. Morgan Stanley contributed the investment banking operations conducted in Japan by its former wholly-owned subsidiary, Morgan Stanley Japan, to MUMSS, and converted the sales and trading and capital markets businesses conducted in Japan by Morgan Stanley Japan into 32 an entity called Morgan Stanley MUFG Securities, Co., Ltd., or MSMS. We hold a 60% economic interest in MUMSS and MSMS, and Morgan Stanley holds a 40% economic interest in MUMSS and MSMS. We hold a 60% voting interest and Morgan Stanley holds a 40% voting interest in MUMSS, and we hold a 49% voting interest and Morgan Stanley holds a 51% voting interest in MSMS. Morgan Stanley’s and our economic and voting interests in the securities joint venture companies are held through intermediate holding companies. We have retained control of MUMSS and we account for our interest in MSMS under the equity method due to our significant influence over MSMS. The board of directors of MUMSS has fifteen members, nine of whom are designated by us and six of whom are designated by Morgan Stanley. The board of directors of MSMS has ten members, six of whom are designated by Morgan Stanley and four of whom are designated by us. The CEO of MUMSS is designated by us and the CEO of MSMS is designated by Morgan Stanley. We have also expanded the scope of our global strategic alliance with Morgan Stanley into other geographies and businesses, including (1) a loan marketing joint venture that provides clients in the United States with access to expand the world-class lending and capital markets services from both companies, (2) an agreement to establish business referral arrangements in Asia, Europe, the Middle East and Africa, covering capital markets, loans, fixed income sales and other businesses, (3) a global commodities referral agreement whereby BTMU and its affiliates refer clients in need of commodities-related hedging solutions to certain affiliates of Morgan Stanley, and (4) an employee secondment program to share best practices and expertise in a wide range of business areas. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—If our strategic alliance with Morgan Stanley fails, we could suffer financial or reputational loss.” Competition We face strong competition in all of our principal areas of operations. The structural reforms in the regulation of the financial industry and recent developments in financial markets have resulted in some significant changes in the Japanese financial system and prompted banks to merge or reorganize their operations, thus changing the nature of competition from other financial institutions as well as from other types of businesses. Japan Since their formation in 2000 and 2001, the so-called Japanese “mega bank” groups, including us, the Mizuho Financial Group, and the Sumitomo Mitsui Financial Group have continued to expand their businesses and financial group capabilities. Heightened competition among the mega bank groups is currently expected in the securities sector as they have recently announced plans to expand, or have expanded, their respective securities businesses. In May 2010, in conjunction with Morgan Stanley, we created two securities joint venture companies in Japan, MUMSS and MSMS, by integrating the operations of MUS and Morgan Stanley Japan. In May 2009, Mizuho Securities Co., Ltd. acquired Shinko Securities Co., Ltd. In September 2011, the Norinchukin Bank, Mizuho Corporate Bank, Ltd. and Mizuho Securities entered into definitive agreements to expand areas of business cooperation and enhance collaborative relationships. In January 2013, Mizuho Securities and Mizuho Investors Securities Co., Ltd. merged. In October 2009, the Sumitomo Mitsui Financial Group acquired the former Nikko Cordial Securities Inc. and other businesses from Citigroup Inc. For a discussion of the two securities joint venture companies created by us and Morgan Stanley, see “—B. Business Overview—Global Strategic Alliance with Morgan Stanley.” The mega bank groups face heightened competition with other financial groups. For example, the Nomura Group acquired Lehman Brothers Holdings Inc.’s franchise in the Asia-Pacific region and investment banking businesses in Europe and the Middle East in October 2008. In addition, various Japanese non-bank financial institutions, non-financial companies as well as foreign financial institutions entered into the Japanese domestic market. For example, Orix Corporation, a non-bank financial institution, and the Seven & i Holdings group and 33 Sony Corporation, which were both non-financial companies, offers various banking services, often through non- traditional distribution channels. Citigroup Inc. conducts its banking business in Japan through a locally incorporated banking subsidiary. In the retail banking sector, customers often seek a broad range of financial products and services, such as investment trusts and insurance products. Recently, competition has 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, such as internet banking services, and to create sophisticated new products in response to customer demand. In addition, the Japanese individual savings account system, so-called NISA program, will start from January 2014, which will offer tax exemptions on capital gains and dividend income for investments up to ¥1 million a year for a maximum of five years. Competition in the retail banking sector is also expected to increase due to the implementation of such tax exemption program. In recent years, the Japanese government has identified several governmental financial institutions as candidates to privatize. In particular, the privatization of the Japan Post Group companies could substantially increase competition within the financial services industry as Japan Post Bank Co., Ltd. is one of the world’s largest holders of deposits. Although the Japanese government’s privatization plan for the Japan Post Group companies was suspended in December 2009, a revised postal privatization law became effective in May 2012, allowing the government to commence its sales of shares in the Japan Post Group companies. The revised law only requires Japan Post Holdings Co., Ltd. to make efforts to sell its shares in Japan Post Bank and Japan Post Insurance Co., Ltd. as soon as possible with no specific deadline. Additionally, under the revised law, Japan Post Bank and Japan Post Insurance may enter into new businesses upon obtaining government approvals, and if the government’s equity holdings decrease to a certain level, the two companies will be allowed to enter into new businesses upon submission of a notice to the government. As a result, the Japan Post Group companies may seek to enter into new financial businesses and increasingly compete with us. The privatization of the Japan Post Group companies remains subject to political negotiations and government action. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—Our business may be adversely affected by competitive pressures, which have partly increased due to regulatory changes and recent market changes in the financial industry domestically and globally” and “—B. Business Overview—The Japanese Financial System— Government Financial Institutions.” In the consumer finance sector, new regulatory reforms and legal developments have negatively impacted the business environment, resulting in failures of a large number of consumer finance companies, including a major consumer finance company’s filing for corporate reorganization in September 2010. In April 2012, Promise Co., Ltd. became a wholly-owned subsidiary of the Sumitomo Mitsui Financial Group, and changed its name as SMBC Consumer Finance Co., Ltd. in July 2012. See “Item 3.D. Key Information—Risk Factors— Risks Related to Our Business—Because of our loans to consumers and our shareholdings in companies engaged in consumer lending, changes in the business or regulatory environment for consumer finance companies in Japan may further adversely affect our financial results.” The trust assets business is an area that is becoming increasingly competitive because of regulatory changes in the industry that have expanded the products and services that can be offered since the mid-2000s. In addition, there is growing corporate demand for changes in the trust regulatory environment, such as reforms of the pension system and related accounting regulations under Japanese GAAP. Competition may increase in the future as changes are made to respond to such corporate demand and regulatory barriers to entry are lowered. In October 2009, The Sumitomo Trust and Banking Co., Ltd. acquired Nikko Asset Management Co., Ltd. from Citigroup Inc. In April 2011, Sumitomo Trust and Banking and Chuo Mitsui Trust Holdings, Inc. established Sumitomo Mitsui Trust Holdings, Inc., a holding company, to integrate their operations. In April 2012, Sumitomo Trust and Banking, The Chuo Mitsui Trust and Banking Company, Limited and Chuo Mitsui Asset Trust and Banking Company, Limited, the three trust bank subsidiaries of Sumitomo Mitsui Trust Holdings, merged and were renamed Sumitomo Mitsui Trust Bank, Limited. As a result, competition is expected to intensify in the asset management and trust assets businesses. 34 Foreign In the United States, we face substantial competition in all aspects of our business. We face competition from other large U.S. and non-U.S. money-center banks, as well as from similar institutions that provide financial services. Through Union Bank, we currently compete principally with U.S. and non-U.S. 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. For example, Japanese mega banks, including us, and other major international banks have been expanding, or are expected to expand, their operations in the Asian market, where leading local banks have been growing recently. In addition, we may face further competition as a result of recent investments, mergers and other business tie-ups among global financial institutions. 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 information published by the Financial Services Agency of Japan available as of July 1, 2013: ‰ ‰ ordinary banks (125 ordinary banks and 57 foreign commercial banks with ordinary banking operations); and trust banks (16 trust banks, including four Japanese subsidiaries of foreign financial institutions). Ordinary banks in turn are classified as city banks, of which there are four, including BTMU, and regional banks, of which there are 106 and other banks, of which there are 15. On July 1, 2013, Mizuho Bank, Ltd. and Mizuho Corporate Bank merged, wherein Mizuho Corporate Bank was the surviving entity and changed its name to Mizuho Bank, Ltd. The merged bank is one of the four city banks. 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 and Osaka, 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, 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. 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. 35 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. In recent years, almost all of the city banks have consolidated with other city banks and in some cases, with trust 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 in Japan. 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 undertaken by these institutions have been or are planned to be assumed by, or integrated with the operations of, private corporations, through privatization and other measures. Among them are the following: ‰ The Development Bank of Japan, which was established for the purpose of contributing to the economic development of Japan by extending long-term loans, mainly to primary and secondary sector industries, and which was reorganized as a joint stock company in October 2008 as part of its ongoing privatization process, the target completion date for which has been postponed until sometime between April 2020 and March 2022; ‰ ‰ ‰ Japan Finance Corporation, which was formed in October 2008, through the merger of the International Financial Operations of the former Japan Bank for International Cooperation, National Life Finance Corporation, Agriculture, Forestry and Fisheries Finance Corporation, and Japan Finance Corporation for Small and Medium Enterprise, the primary purposes of which are to supplement and encourage the private financing of exports, imports, overseas investments and overseas economic cooperation, and to supplement private financing to the general public, small and medium enterprises and those engaged in agriculture, forestry and fishery. In April 2012, Japan Finance Corporation spun off international operations to create Japan Bank for International Cooperation as a separate government-owned entity; Japan Housing Finance Agency, which was originally established in June 1950 as the Government Housing Loan Corporation for the purpose of providing housing loans to the general public, was reorganized as an incorporated administrative agency and became specialized in securitization of housing loans in April 2007; and The Japan Post Group companies, a group of joint stock companies including Japan Post Bank, which were formed in October 2007 as part of the Japanese government’s privatization plan for the former Japan Post, a government-run public services corporation, which had been the Postal Service Agency until March 2003. The Japanese government’s privatization plan for the Japan Post Group companies was suspended in December 2009. In May 2012, a revised postal privatization law became effective, allowing the government to commence its sales of shares in the Japan Post Group companies. Supervision and Regulation Japan Supervision. The Financial Services Agency of Japan, an agency of the Cabinet Office, or the FSA, is responsible for supervising and overseeing 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, also has supervisory authority over banks in Japan, based primarily on its contractual agreements and transactions with the banks. 36 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 capital adequacy, inspections and reporting to banks and bank holding companies, as well as the scope of business activities, disclosure, accounting, limitation on granting credit and standards for arm’s length transactions for them. As a result of the amendment to the Banking Law and the Financial Instruments and Exchange Law, effective as of June 2009, firewall regulations that separate bank holding companies or banks from affiliated securities companies have become less stringent. On the other hand, bank holding companies, banks and other financial institutions are required to establish an appropriate system to better cope with conflicts of interest that may arise from their business operations. In June 2013, the Diet passed a bill to amend various financial regulation related laws, including the Banking Law, which includes certain deregulations on restrictions for shareholdings by banks. For example, although a bank is generally prohibited from holding more than 5% of the outstanding shares of another company (other than certain financial institutions) under the Banking Law, if a bank’s shareholding contributes to revitalizing a company’s business or the local economy related to such company, the bank may be exempt from such requirement and allowed to hold more than 5% of the outstanding shares of such company. These amendments are expected to become effective within one year from June 19, 2013. Bank holding company regulations. A bank holding company is prohibited from carrying out 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 and 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 finance-related business, such as a credit card company, a leasing company or an investment advisory company. Certain companies that are designated by a ministerial ordinance as those that cultivate new business fields may also become the subsidiary of a bank holding company. Capital adequacy. The capital adequacy guidelines adopted by the FSA 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, or BIS. From March 31, 2007 until immediately prior to March 31, 2013, Japanese banks were subject to standards reflecting the Basel Committee standards called “International Convergence of Capital Measurement and Capital Standards: A Revised Framework,” or Basel II. Under the previous FSA guidelines reflecting Basel II, capital was classified into three tiers, referred to as Tier I, Tier II and Tier III. Under the previous FSA guidelines reflecting Basel II, Tier I capital generally consisted of shareholders’ equity items, including common stock, preferred stock, capital surplus, non controlling interests and retained earnings (which includes deferred tax assets). Recorded goodwill and other items, such as treasury stock, and unrealized losses on investment securities classified as “securities available for sale” under Japanese GAAP, net of taxes, if any, were deducted from Tier I capital. Under the previous FSA guidelines reflecting Basel II, Tier II capital generally consisted of: (1) the amount (up to a maximum of 0.6% of credit risk-weighted assets) by which eligible reserves for credit losses exceed expected losses in the internal ratings-based approach, and general reserves for credit losses, subject to a limit of 1.25% of modified risk-weighted assets determined by the partial use of the Standardized Approach (including a phased rollout of the internal ratings-based approach), (2) 45% of the unrealized gains on investment securities classified as “securities available for sale” under Japanese GAAP, (3) 45% of the land revaluation excess, (4) the balance of perpetual subordinated debt, and (5) 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. Under the previous FSA guidelines reflecting Basel II, Tier III capital generally consisted 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. 37 The Group of Central Bank Governors and Heads of Supervision reached an agreement on the new global regulatory framework, which has been referred to as “Basel III,” in July and September 2010. In December 2010, the Basel Committee agreed on the details of the Basel III rules. The agreement on Basel III includes the following: (1) raising the quality of capital to ensure banks are able to better absorb losses on both a going concern and a gone concern basis, (2) increasing the risk coverage of the capital framework, in particular for trading activities, securitizations, exposures to off-balance sheet vehicles and counterparty credit exposures arising from derivatives, (3) raising the level of minimum capital requirements, including an increase in the minimum common equity requirement from 2% to 4.5%, which is planned to be phased in between January 1, 2013 and January 1, 2015, and a capital conservation buffer of 2.5%, which is planned to be phased in between January 1, 2016 and year end 2018, bringing the total common equity requirement to 7%, (4) introducing an internationally harmonized leverage ratio to serve as a backstop to the risk-based capital measure and to contain the build-up of excessive leverage in the system, (5) raising standards for the supervisory review process (Pillar 2) and public disclosures (Pillar 3), together with additional guidance in the areas of sound valuation practices, stress testing, liquidity risk management, corporate governance and compensation, (6) introducing minimum global liquidity standards consisting of both a short term liquidity coverage ratio and a longer term, structural net stable funding ratio, and (7) promoting the build-up of capital buffers that can be drawn down in periods of stress, including both a capital conservation buffer and a countercyclical buffer to protect the banking sector from periods of excess credit growth. Certain provisions of Basel III were adopted by the FSA effective March 31, 2013 for Japanese banking institutions with international operations conducted by their foreign offices. Based on the Basel III framework, the Japanese capital ratio framework has been revised to implement more stringent capital adequacy requirements to prevent excessive risk takings. Under Basel III, Common Equity Tier 1, Tier 1 and total capital ratios are used to assess capital adequacy, which ratios are determined by dividing applicable capital components by risk-weighted assets. Total capital is defined as the sum of Tier 1 and Tier 2 capital, and the target minimum total capital ratio is 8.0%, which consists of a target minimum Tier 1 capital ratio of 6.0% (including a target minimum Common Equity Tier 1 capital ratio of 4.5% and a target minimum Additional Tier 1 capital ratio of 1.5%) and a target minimum Tier 2 capital ratio of 2.0%. These minimum capital ratios are applicable to MUFG on a consolidated basis and to BTMU and MUTB on a consolidated as well as stand-alone basis. Core Equity Capital, which was similar to Tier I capital under Basel II, has been regrouped into Common Equity Tier 1 and Additional Tier 1 capital under Basel III, with certain Core Equity Capital items under Basel II being excluded from comprising such capitals. Supplemental Capital, which was similar to Tier II capital under Basel II, has been regrouped into Tier 2 capital under Basel III with certain Supplemental Capital items under Basel II being excluded. Additionally, Quasi-supplemental Capital, which was similar to Tier III capital under Basel II, has been excluded, and the scope of assets comprising risk-weighted assets has been expanded under Basel III. Under Basel III, Tier 1 capital is defined to include Common Equity Tier 1 and Additional Tier 1 capital. Common Equity Tier 1 capital is a new category of capital primarily consisting of: ‰ ‰ ‰ ‰ common stock, capital surplus, retained earnings, and other comprehensive income (progressively phased into the capital ratio calculation over several years). Regulatory adjustments including certain intangible fixed assets, such as goodwill, and defined benefit pension fund net assets (prepaid pension costs) will be deducted from Common Equity Tier 1 capital. The amount of adjustments to be deducted will increase progressively over time. Additional Tier 1 capital generally consists of Basel III compliant preferred securities and other capital that meet Tier I requirements under the former Basel II standards, net of regulatory adjustments. Subject to 38 transitional measures, items including intangible fixed assets, such as goodwill, and foreign currency translation adjustments are deducted from Additional Tier 1 capital with the deduction amounts progressively decreasing over time. Tier 2 capital generally consists of: ‰ Basel III compliant deferred obligations, ‰ capital that meet Tier II requirements under the former Basel II standards, ‰ ‰ allowances for credit losses, and non-controlling interests in subsidiaries’ Tier 2 capital instruments. Subject to transitional measures, certain items including 45% of unrealized profit on securities available for sale and revaluation of land are deducted from Tier 2 capital with the deduction amounts progressively decreasing over time. In order to qualify as Tier 1 or Tier 2 capital under Basel III, applicable instruments such as preferred shares and subordinated debt must have a clause in their terms and conditions that requires them to be written-off or forced to be converted into common stock upon the occurrence of certain trigger events. Risk-weighted assets are the sum of risk-weighted assets compiled for credit risk purposes, quotient of dividing the amount equivalent to market risk by 8%, and quotient of dividing the amount equivalent to operational risk by 8%, and also include amount to be added due to transitional measures as well as floor adjustments, if necessary. Risk-weighted assets include the capital charge of the credit valuation adjustment (CVA), the credit risk related to asset value correlation multiplier for large financial institutions, the 250% risk-weighted threshold items not deducted from Common Equity Tier 1 capital, and certain Basel II capital deductions that were converted to risk-weighted assets under Basel III, such as securitizations and significant investments in commercial entities. Under the FSA guidelines, Basel III is expected to be adopted progressively over several years. For example, from March 31, 2013 until March 30, 2014, the minimum capital ratio is 3.5% for Common Equity Tier 1, 4.5% for Tier 1 capital, and 8.0% for total capital, and the requirement will be progressively raised to meet the Basel III requirement by March 31, 2015. Additionally, certain items that will no longer be counted towards Tier 1 and Tier 2 capital will be progressively phased out of the capital ratio calculation over several years to arrive at the capital base required by Basel III. We have been granted an approval by the FSA to exclude the majority of our investment in Morgan Stanley from being subject to double gearing adjustments. The approval was granted for a 10-year period, but the approval amount will be phased out by 20% each year starting from March 31, 2019. As of March 31, 2013, a full application of double gearing adjustments with respect to our investment in Morgan Stanley would have reduced our Common Equity Tier 1 capital ratio by approximately 0.5%. The Basel Committee on Banking Supervision has proposed additional loss absorbency requirements to supplement the Common Equity Tier 1 capital requirement ranging from 1% to 3.5% for global systemically important banks, or G-SIBs, depending on the bank’s systemic importance. The Financial Stability Board identified us as a G-SIB in its most recent annual report published in November 2012, and indicated that, as a G-SIB, we would be required to hold an additional 1.5% of Tier 1 common equity. The group of banks identified as G-SIBs is expected to be updated annually, and the first group of G-SIBs to which the stricter capital requirements will initially be applied is expected to be identified in 2014. The stricter capital requirements are expected to be implemented in phases between January 1, 2016 and December 31, 2018 and will become fully effective on January 1, 2019. Local banking regulators outside of Japan, such as those in the United States, are expected to revise the capital and liquidity requirements imposed on our subsidiaries and operations in those countries to implement the more stringent requirements of Basel III when adopted in those countries. The new risk-weighted asset structure 39 expected to be proposed under Basel III may also encourage us to modify our business model to focus more on flow-based client market businesses, such as transactional banking and asset management. We will continue to assess the potential impact of Basel III and other regulatory standards related thereto. For a discussion on our capital ratios, see “Item 5.B. Operating and Financial Review and Prospects— Liquidity and Capital Resources—Capital Adequacy.” Inspection and reporting. By evaluating banks’ systems of self-assessment, auditing their accounts and reviewing their compliance with laws and regulations, the FSA monitors the financial soundness of banks, including the status and performance of their control systems for business activities. The FSA implemented the Financial Inspection Rating System, or FIRST, for deposit-taking financial institutions, which has become applicable to major banks since April 1, 2007. By providing inspection results in the form of graded evaluations (i.e., ratings), the FSA expects this rating system to motivate financial institutions to voluntarily improve their management and operations. Additionally, the FSA currently takes the “better regulation” approach in its financial regulation and supervision. This consists of four pillars: (1) optimal combination of rules-based and principles-based supervisory approaches; (2) timely recognition of priority issues and effective response; (3) encouraging voluntary efforts by financial firms and placing greater emphasis on providing them with incentives; and (4) improving the transparency and predictability of regulatory actions, in pursuit of improvement of the quality of financial regulation and supervision. The FSA, 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. If a bank’s capital adequacy ratio falls below a specified level, the FSA may request the bank to submit an improvement plan and may restrict or suspend the bank’s operations when it determines that action is necessary. In addition, the Securities and Exchange Surveillance Commission of Japan inspects banks in connection with their securities business as well as financial instruments business operators, such as securities firms. The Bank of Japan also conducts inspections of banks. 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 Antimonopoly Act 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. Banks are also prohibited from holding shares in other companies exceeding their Tier 1 capital amount. For a detailed discussion on the capital requirements for Japanese banks, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Adequacy—Capital Requirements for Banking Institutions in Japan.” The Financial Instruments and Exchange Law. The Financial Instruments and Exchange Law provides protection for investors and also regulates sales of a wide range of financial instruments and services, requiring financial institutions to improve their sales rules and strengthen compliance frameworks and procedures. Among the instruments that the Japanese banks deal in, derivatives, foreign currency-denominated deposits, and variable insurance and annuity products are subject to regulations covered by the sales-related rules of conduct under the act. Article 33 of the Financial Instruments and Exchange Law generally prohibits banks from engaging in securities transactions. However, bank holding companies and banks may, through a domestic or overseas securities subsidiary, conduct all types of securities businesses, with appropriate approval from the FSA. 40 Similarly, registered banks are permitted to provide securities intermediation services and engage in certain other similar types of securities related transactions, including retail sales of investment funds and government and municipal bonds. Subsidiaries of bank holding companies engaging in the securities business are subject to the supervision of the FSA as financial instruments business operators. The Prime Minister has the authority to regulate the securities industry and securities companies, which authority is delegated to the FSA Commissioner under the Financial Instruments and Exchange Law. In addition, the Securities and Exchange Surveillance Commission, an external agency of the FSA, is independent from the FSA’s other bureaus and is vested with the authority to conduct day-to-day monitoring of the securities markets and to investigate irregular activities that hinder fair trading of securities, including inspection of securities companies as well as banks in connection with their securities business. Furthermore, the FSA Commissioner delegates certain authority to the Director General of the Local Finance Bureau to inspect local securities companies and their branches. A violation of applicable laws and ordinances may result in various administrative sanctions, including revocation of registration, suspension of business or an order to discharge any Director or Executive Officer who has failed to comply with applicable laws and ordinances. Securities companies are also subject to the rules and regulations of the Japanese stock exchanges and the Japan Securities Dealers Association, a self-regulatory organization of securities companies. Act on Sales, etc. of Financial Instruments. The Act on Sales, etc. of Financial Instruments was enacted to protect customers from incurring unexpected losses as a result of purchasing financial instruments. Under this law, sellers of financial instruments have a duty to their potential customers to explain important matters such as the nature and magnitude of risks involved regarding the financial instruments that they intend to sell. If a seller fails to comply with the duty, there is a rebuttable presumption that the loss suffered by the customer due to the seller’s failure to explain is equal to the amount of decrease in the value of the purchased financial instruments. Anti-money laundering laws. Under the Act on Prevention of Transfer of Criminal Proceeds, banks and other financial institutions are required to report to the responsible ministers—in the case of banks, the Commissioner of the FSA—any assets which they receive while conducting their businesses that are suspected of being illicit profits from criminal activities. Law concerning trust business conducted by financial institutions. Under the Trust Business Act, joint stock companies that are licensed by the Prime Minister as trust companies, including non-financial companies, are allowed to conduct trust business. In addition, under the Act on 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 Act provides for a separate type of registration for trustees who conduct only administration type trust business. The Trust Business Act also provides for various duties imposed on the trustee in accordance with and in addition to the Trust Act. Deposit insurance system and government measures for troubled financial institutions. The Deposit Insurance Act is intended to protect depositors if a financial institution fails to meet its obligations. The Deposit Insurance Corporation was established in accordance with this law. City banks (including BTMU), regional banks, trust banks (including MUTB), and various other credit institutions participate in the deposit insurance system on a compulsory basis. Under the Deposit Insurance Act, the maximum amount of protection is ¥10 million per customer within one bank. All deposits are subject to the ¥10 million maximum, except for non-interest bearing deposits that are redeemable on demand and used by the depositor primarily for payment and settlement functions (the “settlement accounts”). Deposits in settlement accounts are fully protected without a maximum amount limitation. Certain types of deposits are not covered by the deposit insurance system, such as foreign currency deposits and negotiable certificates of deposit. As of April 1, 2013, the Deposit Insurance Corporation charges insurance premiums equal to 0.107% per year on the deposits in the settlement accounts, which are fully protected as mentioned above, and premiums equal to 0.082% per year on the deposits in other accounts. If no financial 41 institution becomes insolvent during the year ending on March 31, 2014, the premiums will be retrospectively revised to 0.089% per year and 0.068% per year, respectively, and the balance will be returned. Under the Deposit Insurance Act, a Financial Reorganization Administrator can be appointed by the Prime Minister if a bank is unable to fully perform its obligations with its assets or may suspend or has suspended repayment of deposits. The Financial Reorganization Administrator will take control of the assets of the troubled bank, dispose of the assets and search for another institution willing to take over its business. The troubled bank’s business may also be transferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of the temporary maintenance and continuation of operations of the troubled bank, and the bridge bank will seek to transfer the troubled bank’s assets to another financial institution or dissolve the troubled bank. The Deposit Insurance Corporation protects deposits, as described above, either by providing financial aid for costs incurred by the financial institution succeeding the insolvent bank or by paying insurance money directly to depositors. The financial aid, provided by the Deposit Insurance Corporation, may take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption of debts, subscription of preferred stock, or loss sharing. The Deposit Insurance Act also provides for exceptional measures to cope with systemic risk in the financial industry. In June 2013, the Diet passed the amendments to the Deposit Insurance Act, which establish the new procedures for orderly processing of assets and liabilities of distressed financial institutions to stabilize the financial system, and expand the scope of financial institutions covered by the new procedures to include securities firms and insurance companies. Under the new procedures, in case a designated financial institution becomes distressed, such financial institution will be subject to compulsory management of its operation and assets and receive financial assistance in the form of loans or subscription of shares. These amendments are expected to become effective within nine months from June 19, 2013. Further, against the background of the global financial crisis, in December 2008 the Act on Special Measures for Strengthening of Financial Function was amended in order to enable the Japanese government to take special measures in order to strengthen the capital of financial institutions. Under the act, banks and other financial institutions may apply to receive capital injections from the Deposit Insurance Corporation, subject to government approval, which will be granted subject to the fulfillment of certain requirements, including, among other things, the improvement of profitability and efficiency, facilitation of financing to small and medium-sized business enterprises in the local communities, and that the financial institution is not insolvent. In response to the Great East Japan Earthquake on March 11, 2011, the act was revised in July 2011, adding the special case for the financial institutions suffering damage from the disaster. Under the case, the requirement to create the improvement plan of profitability and efficiency is eased. Moreover, the application deadline has been extended from March 31, 2012 to March 31, 2017. The Act on the Temporary Measures for the Facilitation of Finance to Small and Medium-sized Firms and In December 2009, the Act on the Temporary Measures for the Facilitation of Finance to Small and Others. Medium-sized Firms and Others became effective, requiring financial institutions, among other things, to make an effort to reduce their customers’ burden of loan repayment by employing methods such as modifying the term of loans at the request of eligible borrowers, including small and medium-sized firms and individual home loan borrowers. The new legislation also requires financial institutions to internally establish a system to implement the requirements of the legislation and periodically make public disclosure of and report to the relevant authority on the status of implementation. Although this legislation ended as of March 31, 2013, the FSA is encouraging the financial institutions to continue to provide support to small and medium-sized firms by revising the Inspection Manual, Supervisory Policy and Ordinance for Enforcement of the Baking Law in order to encourage financial institutions to modify the terms of loans, provide smooth financing, and take active roles in supporting operations of such companies. The Personal Information Protection Act. With regard to protection of personal information, the Personal Information Protection Act requires, among other things, Japanese banking institutions to limit the use of personal information to the stated purpose and to properly manage the personal information in their possession, 42 and forbids them from providing personal information to third parties without consent. If a bank violates certain provisions of the law, the FSA may advise or order the bank to take proper action. In addition, the Banking Law and the Financial Instruments and Exchange Law provide certain provisions with respect to appropriate handling of customer information. Law Concerning Protection of Depositors from Illegal Withdrawals Made by Counterfeit or Stolen Cards. The Act on Protection, etc. of Depositors and Postal Saving Holders from Unauthorized Automated Withdrawal, etc. Using Counterfeit Cards, etc. and Stolen Cards, etc. requires financial institutions to establish internal systems to prevent illegal withdrawals of deposits made using counterfeit or stolen bank cards. The act 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. Government Reforms to Restrict Maximum Interest Rates on Consumer Lending Business. In December 2006, the Diet passed legislation to reform the regulations relating to the consumer lending business, including amendments to the Act Regulating the Receipt of Contributions, Receipt of Deposits and Interest Rates which, effective June 18, 2010, reduced the maximum permissible interest rate from 29.2% per annum to 20% per annum. The regulatory reforms also included amendments to the Law Concerning Lending Business which, effective June 18, 2010, abolished the so-called “gray-zone interest.” Gray-zone interest refers to interest rates exceeding the limits stipulated by the Interest Rate Restriction Law (between 15% per annum to 20% per annum depending on the amount of principal). Prior to June 18, 2010, gray-zone interests were permitted under certain conditions set forth in the Law Concerning Lending Business. As a result of the regulatory reforms, all interest rates are now subject to the lower limits imposed by the Interest Rate Restriction Law, compelling lending institutions, including our consumer finance subsidiaries and equity method investees, to lower the interest rates they charge borrowers. Furthermore, the new regulations, which became effective on June 18, 2010, require, among other things, consumer finance companies to limit their lending to a single customer to a maximum of one third of the customer’s annual income regardless of the customer’s repayment capability. In addition, as a result of decisions made by the Supreme Court of Japan prior to June 18, 2010, imposing stringent requirements for charging such gray-zone interest rates, consumer finance companies have been responding to borrowers’ claims for reimbursement of previously collected interest payments in excess of the limits stipulated by the Interest Rate Restriction Law. We continue to carefully monitor future developments and trends of the claims. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—Because of our loans to consumers and our shareholdings in companies engaged in consumer lending, changes in the business or regulatory environment for consumer finance companies in Japan may further adversely affect our financial results.” 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 FRB, 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 FRB functions as our “umbrella” supervisor 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 non-bank 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; and 43 ‰ modified the role of the FRB by specifying new relationships between the FRB and the functional regulators of non-bank subsidiaries of both bank holding companies and financial holding companies. 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 non-banking 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 FRB 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. On October 6, 2008, we became a financial holding company in the United States. At the same time, BTMU, MUTB, and UNBC, which are also bank holding companies, elected to become financial holding companies. As noted above, as a financial holding company we are authorized to engage in an expanded list of activities. These activities include those deemed to be financial in nature or incidental to such financial activity, including among other things merchant banking, insurance underwriting, and a full range of securities activities. In addition, we are permitted to engage in certain specified non-banking activities deemed to be closely related to banking, without prior notice to or approval from the FRB. To date, we have utilized this expanded authority by electing to engage in certain securities activities, including securities underwriting, indirectly through certain of our securities subsidiaries. In order to maintain our status as a financial holding company that allows us to expand our activities, we must continue to meet certain standards established by the FRB. Those standards require that we exceed the minimum standards applicable to bank holding companies that have not elected to become financial holding companies. These higher standards include meeting the “well capitalized” and “well managed” standards for financial holding companies as defined in the regulations of the FRB. In addition, as a financial holding company, we must ensure that our U.S. banking subsidiaries identified below meet certain minimum standards under the Community Reinvestment Act of 1977. At this time, we continue to comply with these standards. U.S. branches and agencies of subsidiary Japanese banks. Under the authority of the IBA, our banking subsidiaries, BTMU and MUTB, operate four branches, one agency and eight representative offices in the United States. BTMU operates branches in Los Angeles, California; Chicago, Illinois; New York, New York; an agency in Houston, Texas; and representative offices in Washington, D.C; San Francisco, California; Seattle, Washington; Atlanta, Georgia; 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 FRB may examine U.S. branches and agencies of foreign banks, and each 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 FRB 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 FRB may order the foreign bank to terminate activities conducted at a branch or agency in the United States. 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 U.S. 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 44 would be permissible for their federally-licensed counterparts, unless the FRB determines that the additional activity is consistent with safe and 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 Department of Financial Services, 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 Department of Financial Services. 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. banking subsidiaries. We indirectly own and control two U.S. banks: ‰ Mitsubishi UFJ Trust & Banking Corporation (U.S.A.), New York, New York (through MUTB, a registered bank holding company), and ‰ Union Bank (through BTMU and its subsidiary, UNBC, a registered bank holding company). Mitsubishi UFJ Trust & Banking Corporation (U.S.A.) is chartered by the State of New York and is subject to the supervision, examination and regulatory authority of the Superintendent pursuant to the New York Banking Law. Union Bank is a national bank subject to the supervision, examination and regulatory authority of the OCC pursuant to the National Bank Act. The FDIC is the primary federal agency responsible for the supervision, examination and regulation of Mitsubishi UFJ Trust & Banking Corporation (U.S.A). 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 both of our U.S. banking subsidiaries up to legally specified maximum amounts. In the event of a 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 FRB policy, a bank holding company is expected to act as a source of financial strength for its banking subsidiaries and to commit resources to support such banks. Bank capital requirements and capital distributions. Our U.S. banking subsidiaries are subject to applicable risk-based and leverage capital guidelines issued by U.S. regulators for banks and bank holding companies. In addition, BTMU and MUTB, as foreign banking organizations that have U.S. branches and agencies and that are controlled by us as a financial holding company, are subject to the FRB’s requirements that they be “well-capitalized” based on Japan’s risk based capital standards, as well as “well managed.” All of our U.S. banking subsidiaries and BTMU, MUTB, and UNBC are “well capitalized” as defined under, and otherwise comply with, all U.S. regulatory capital requirements applicable to them. 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 45 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 non-bank 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 non-bank subsidiaries are required to meet separate minimum capital standards as imposed by those regulatory authorities. 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 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 in enforcing these laws. 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 incurrence of expenses to enhance the relevant programs, the imposition of limitations on the scope of their operations and the imposition of fines and other monetary penalties. Foreign Corrupt Practices Act. In recent years, U.S. regulatory and enforcement agencies including the U.S. Securities and Exchange Commission, or SEC, and the U.S. Department of Justice have significantly increased their enforcement efforts of the Foreign Corrupt Practices Act, or the FCPA. The FCPA prohibits U.S. securities issuers, U.S. domestic entities, and parties doing substantial business within the United States (including their shareholders, directors, agents, officers, and employees) from making improper payments to non- U.S. government officials in order to obtain or retain business. The FCPA also requires U.S. securities issuers to keep their books and records in detail, accurately, and in such a way that they fairly reflect all transactions and dispositions of assets. Those enforcement efforts have targeted a wide range of U.S. and foreign-based entities and have been based on a broad variety of alleged fact patterns, and in a number of cases have resulted in the imposition of substantial criminal and civil penalties or in agreed payments in settlement of alleged violations. Failure of a financial institution doing business in the United States to maintain adequate policies, procedures, internal controls, and books and records on a global basis that address compliance with FCPA requirements could in some cases have serious legal and reputational consequences for the institution, including the incurrence of expenses to enhance the relevant programs and the imposition of fines and other monetary penalties. Regulatory Reform Legislation. In response to the global financial crisis and the perception that lax supervision of the financial industry in the United States may have been a contributing cause, new legislation designed to reform the system for supervision and regulation of financial firms doing business in the United States, the so-called Dodd-Frank Act, was signed into law on July 21, 2010. The Dodd-Frank Act is complex and 46 extensive in its coverage and contains a wide range of provisions that would affect financial institutions operating in the United States, including our U.S. operations. Included among these provisions are sweeping reforms designed to reduce systemic risk presented by very large financial firms, promote enhanced supervision, regulation, and prudential standards for financial firms, establish comprehensive supervision of financial markets, impose new limitations on permissible financial institution activities and investments, expand regulation of the derivatives markets, protect consumers and investors from financial abuse, and provide the government with the tools needed to manage a financial crisis. Many aspects of the legislation require subsequent regulatory action by supervisory agencies for the full implementation. While some regulatory rule-making has been adopted as discussed below, others remain pending or require further interpretive guidance by the relevant supervisory agencies. Accordingly, while we expect the legislation to have an impact our operations, we are unable to assess with certainty the degree of impact of the Dodd-Frank Act on our operations at this time. Currently, the components of the Dodd-Frank Act that have impacted or may impact our operations are the provisions relating to the “Volcker Rule,” enhanced prudential standards (including capital requirements, resolution plans, and credit reporting), derivatives regulation, incentive-based compensation, the establishment of the Consumer Financial Protection Bureau, and debit interchange fees. Although a significant portion of the regulatory rules regarding the foregoing components are still pending, based on information currently available to us, other than the Volcker Rule and derivatives regulations as discussed below, the impact of these components is expected to be mainly limited to our U.S. operations and not to be material to us on a consolidated basis. We intend to continue to monitor developments relating to the Dodd-Frank Act and the potential impact on our activities inside and outside of the United States. With respect to the Dodd-Frank Act provisions related to enhanced prudential standards, in December 2012 the FRB issued for public comment proposed rules that would establish enhanced prudential standards for the U.S. operations of foreign banking organizations such as MUFG, These proposed rules would require us to organize all of our U.S. bank and non-bank subsidiaries under a U.S. intermediate holding company that would be subject to U.S. capital requirements and enhanced prudential standards comparable to those applicable to top- tier U.S. bank holding companies of the same size. If these proposed rules are adopted in their current form, we would be required to inject capital into and/or change the structure of our U.S. operations, including the manner in which we oversee and manage those operations. The rule is subject to final rule-making and interpretation and the impact of the rule on our business operations remains uncertain. Under the Volcker Rule, we would be required to cease conducting certain proprietary trading activities (i.e., trading in securities and financial instruments for our own account) subject to certain exceptions including market-making, hedging, and underwriting activities if such activities are conducted within a rigorous compliance framework. While the Volcker Rule was intended to exclude restrictions on proprietary trading activities conducted solely outside of the United States, U.S. regulators have not yet finalized rules or guidance on the application of this intended limitation. Most of our proprietary trading activities are generally executed outside of the United States, and we have only limited proprietary trading activity in our U.S. subsidiaries. Accordingly, if the U.S. regulators limit the extraterritorial application of the Volcker Rule to exclude our proprietary trading activities conducted outside of the United States, we do not expect the proprietary trading revenues attributable to our U.S. subsidiaries as a result of the implementation of the Volcker Rule to be material to our operations based on our current revenues attributable to the proprietary trading activities conducted in our U.S. subsidiaries. U.S. regulators have also begun to issue final regulations governing swaps and derivatives markets as contemplated by the Dodd-Frank Act. To date, BTMU and Mitsubishi UFJ Securities International, plc, or MUSI, have provisionally registered as swap dealers with the U.S. Commodity Futures Trading Commission, or CFTC. Depending on the final outcome of the regulations governing swaps and derivatives markets under the Dodd-Frank Act, as well as the activities of our other subsidiaries located inside and outside of the United States, our other subsidiaries may have to register as swap dealers with, or be subject to the regulations of, the CFTC and/or SEC. Regulation of swap dealers by the CFTC and SEC will impose numerous corporate governance, business conduct, capital, margin, reporting, clearing, execution, and other regulatory requirements on our 47 operations, which may adversely impact our derivatives businesses and make us less competitive than those competitors that are not subject to the same regulations. Although many regulations applicable to swap dealers are already in effect, it is difficult to assess the full impact of these requirements because some of the most important rules have not yet been implemented or finalized. For example, U.S. regulators are adopting guidance and rules on the application of U.S. regulations to activities of registered swap dealers outside of the United States. The potential extraterritorial application of swap dealer regulatory requirements could impose significant operational and compliance burdens on our swaps activities outside of the United States. Foreign Account Tax Compliance Act. The Hiring Incentives to Restore Employment Act was enacted in March 2010 and contains provisions commonly referred to as the Foreign Account Tax Compliance Act, or FATCA. The U.S. Treasury, acting through the Internal Revenue Service, or the IRS, is responsible for issuing regulations implementing FATCA. Although final regulations of FATCA were issued in January 2013, many important details still remain unclear. As such, intensive discussions between stakeholders and the U.S. Treasury/ IRS have been ongoing for clarification. The FATCA framework has been expanded with the introduction of Intergovernmental Agreements, or IGAs, between the U.S. Treasury and foreign governments, which pursues a framework for intergovernmental cooperation to facilitate the implementation of FATCA. The United States and Japan have recently agreed to a framework for intergovernmental cooperation. Because of the level of uncertainty and its significant impact on overall FATCA implementation, we are unable to assess with certainty the potential impact of FATCA on our operations at this moment. However, we expect to comply with FATCA, and the relevant obligations imposed thereunder, which require us to develop extensive systems capabilities and internal processes to identify and report U.S. account holders who are subject to FATCA requirements. Developing and implementing those capabilities and processes is likely to be a complex and costly process, and will require significant internal resources and failure to do so in an adequate manner may subject any institution to serious legal and reputational consequences, including the imposition of withholding taxes on certain amounts payable to such institution from U.S. sources. Disclosure under Section 13(r) of the U.S. Securities Exchange Act of 1934 Section 13(r) of the U.S. Securities Exchange Act of 1934 requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with natural persons or entities designated by the U.S. government under specified Executive Orders. The scope of activities that must be reported includes activities not prohibited by U.S. law and conducted outside the United States in compliance with applicable local law. During the fiscal year ended March 31, 2013, one of our non-U.S. affiliates engaged in business activities with entities in or affiliated with Iran, including counterparties owned or controlled by the Iranian government. These activities were consistent with rules and regulations applicable to the non-U.S. affiliate. Specifically, our non-U.S. banking subsidiary, BTMU, issued letters of credit and guarantees and provided remittance and other settlement services mainly in connection with customer transactions related to the purchase and exportation of Iranian crude oil to Japan, and in some cases, in connection with other petroleum-related transactions with Iran by its customers. These transactions did not involve U.S. dollars nor clearing services of U.S. banks for the settlement of payments, and were reviewed for compliance with applicable U.S. and non-U.S. laws and regulations. For the fiscal year ended March 31, 2013, the aggregate interest and fee income relating to these transactions was less than ¥200 million, representing less than 0.01% of our total interest and fee income. Some of these transactions were conducted through the use of non-U.S. dollar correspondent accounts and other similar settlement accounts maintained with BTMU outside the United States by Iranian financial institutions and other 48 entities in or affiliated with Iran. In addition to such accounts, BTMU has deposits in Japan from fewer than ten Iranian government-related entities and fewer than 100 Iranian government-related individuals such as Iranian diplomats, and maintains settlement accounts outside the United States for certain other financial institutions specified in Executive Order 13382, which settlement accounts were frozen in accordance with applicable laws and regulations. For the fiscal year ended March 31, 2013, the average aggregate balance of deposits held in these accounts represented less than 0.01% of the average balance of our total deposits. The fee income from the transactions attributable to these accounts was less than ¥5 million, representing less than 0.001% of our total fee income. BTMU also holds loans that were arranged prior to changes in applicable laws and regulations to borrowers in or affiliated with Iran, including entities owned by the Iranian government, the outstanding balance of which was approximately ¥500 million, representing less than 0.001% of our total loans, as of March 31, 2013. For the fiscal year ended March 31, 2013, the aggregate gross interest and fee income relating to these loan transactions was less than ¥50 million, representing less than 0.005% of our total interest and fee income. BTMU will continue to limit its participation in these types of transactions mainly to arrange financing transactions relating to customer imports of Iranian crude oil into Japan, maintain accounts in Japan of Iranian entities and individuals, and obtain interest and fee income and repayment of principal in connection with existing loans to borrowers in or affiliated with Iran, in each case to the extent permitted by applicable laws and regulations. 49 C. Organizational Structure The following chart presents our corporate structure summary as of March 31, 2013: Mitsubishi UFJ Financial Group, Inc. Domestic The Bank of Tokyo-Mitsubishi UFJ, Ltd. kabu.com Securities Co., Ltd. MU Frontier Servicer Co., Ltd. The Mitsubishi UFJ Factors Limited Mitsubishi UFJ Research and Consulting Co., Ltd. Mitsubishi UFJ Capital Co., Ltd. BOT Lease Co., Ltd. Overseas UnionBanCal Corporation BTMU Capital Leasing & Finance, Inc. BTMU Capital Corporation BTMU Leasing & Finance, Inc. BTMU LF Capital LLC PT U Finance Indonesia PT. BTMU-BRI Finance Domestic Mitsubishi UFJ Trust and Banking Corporation The Master Trust Bank of Japan, Ltd. MU Investments Co., Ltd. Mitsubishi UFJ Asset Management Co., Ltd. Mitsubishi UFJ Real Estate Services Co., Ltd. Overseas Mitsubishi UFJ Trust & Banking Corporation (U.S.A.) Mitsubishi UFJ Global Custody S.A. Mitsubishi UFJ Trust International Limited Domestic Mitsubishi UFJ Securities Holdings Co., Ltd. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. KOKUSAI Asset Management Co., Ltd. Overseas Mitsubishi UFJ Securities International plc Mitsubishi UFJ Securities (USA), Inc. Mitsubishi UFJ Wealth Management Bank (Switzerland), Ltd. Mitsubishi UFJ Securities (HK) Holdings, Limited . d t L , J F U i h s i b u s t i M - o y k o T f o k n a B e h T n o i t a r o p r o C . d t L , . o C g n i k n a B d n a t s u r T J F U i h s i b u s t i M s g n i d l o H s e i t i r u c e S J F U i h s i b u s t i M p u o r G l a i c n a n i F J F U i h s i b u s t i M - b u s F C s e i r a i d i s ) 1 ( Domestic Mitsubishi UFJ NICOS Co., Ltd. Note: (1) Consumer finance subsidiaries. 50 Set forth below is a list of our principal consolidated subsidiaries at March 31, 2013: Name Country of Incorporation The Bank of Tokyo-Mitsubishi UFJ, Ltd. ………………………………….. kabu.com Securities Co., Ltd. ………………………………………………. MU Frontier Servicer Co.,Ltd. ……………………………………………… The Mitsubishi UFJ Factors Limited ……………………………………….. Mitsubishi UFJ Research and Consulting Ltd. ……………………………… Mitsubishi UFJ Capital Co.,Ltd……………………………………………… BOT Lease Co., Ltd.………………………………………………………… Tokyo Credit Services, Ltd.…………………………………………………. Mitsubishi UFJ Personal Financial Advisers Co., Ltd.……………………… …………………………….dtL,gnireenignEssenisuBUM …………………. oitazinagrOmialCyratenoMcinortcelEnapaJ n ……………………………. Defined Contribution Plan Consulting of Japan Co., Ltd. ………………….. noitaroproCgniknaBdnatsurTJFUihsibustiM …………………………… .dtL,napaJfoknaBtsurTretsaMehT ……………………………………… .dtL,.oCstnemtsevnIUM …………………………………………………… .dtL,.oCtnemeganaMtessAJFUihsibustiM ……………………………… .dtL,.oCsecivreSetatsElaeRJFUihsibustiM ……………………………… .dtL,ynapmoCdraCCDnihsoyR …………………………………………… .dtL,.oCsgnidloHseitiruceSJFUihsibustiM .……………………………… Mitsubishi UFJ Morgan Stanley Securities Co., Ltd..………………………. Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. ……………………… KOKUSAI Asset Management Co., Ltd. …………………………………… .dtL,.oClatipaCno-sdnaHUM …………………………………………….. .dtL,.oCSOCINJFUihsibustiM ……………………………………………. noitaroproClaCnaBnoinU …………………………………………………... cnI,ecnaniF&gnisaeLlatipaCUMTB . ……………………………………. noitaroproClatipaCUMTB …………………………………………………. .cnI,ecnaniF&gnisaeLUMTB …………………………………………….. CLLlatipaCFLUMTB ………………………………………………………. Bank of Tokyo-Mitsubishi UFJ (China), Ltd.………………………………… PT U Finance Indonesia ……………………………………………………. ecnaniFIRB-UMTB.TP …………………………………………………….. .dtL,.oC)dnaliahT(noitapicitraPUMTB …………………………………… HbmG)dnalhcstueD(esaeLUMTB ………………………………………… Mitsubishi UFJ Trust & Banking Corporation (U.S.A.) ……………………. Japan Japan Japan Japan Japan Japan Japan Japan Japan napaJ napaJ Japan napaJ napaJ napaJ napaJ napaJ napaJ napaJ Japan Japan napaJ napaJ napaJ ASU ASU ASU ASU ASU Peoples' Republic of China ndonesia I ndonesia I dnaliahT ynamreG USA Mitsubishi UFJ Global Custody S.A. ………………………………………. mexuL bourg detimiLlanoitanretnItsurTJFUihsibustiM ………………………………… Mitsubishi UFJ Baillie Gifford Asset Management Limited ………………... .cnI,)ASU(seitiruceSJFUihsibustiM ……………………………………… clplanoitanretnIseitiruceSJFUihsibustiM ………………………………… Mitsubishi UFJ Wealth Management Bank (Switzerland), Ltd. ……………. Mitsubishi UFJ Securities (HK) Holdings, Limited ………………………… KU UK ASU KU Switzerland Peoples' Republic of China Mitsubishi UFJ Securities (Singapore), Limited. …………………………… Singapore Note: (1) Includes shares held in trading accounts, custody accounts and others. 51 Proportion of Ownership Interest Proportion of Voting Interest (1) (%) 100.00% 56.12% 96.47% 100.00% 69.45% 41.21% 22.57% 74.00% 73.69% 100.00% 100.00% 77.49% 100.00% 46.50% 100.00% 100.00% 100.00% 100.00% 100.00% 60.00% 100.00% 67.02% 50.00% 84.98% 100.00% 100.00% 100.00% 100.00% 100.00% (%) 100.00% 56.13% 96.47% 100.00% 69.45% 41.21% 22.57% 74.00% 73.69% 100.00% 100.00% 77.49% 100.00% 46.50% 100.00% 100.00% 100.00% 100.00% 100.00% 60.00% 100.00% 67.07% 50.00% 84.98% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 95.00% 55.00% 24.49% 100.00% 100.00% 100.00% 100.00% 51.00% 100.00% 100.00% 100.00% 95.00% 55.00% 24.49% 100.00% 100.00% 100.00% 100.00% 51.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% D. Property, Plant and Equipment Premises and equipment at March 31, 2012 and 2013 consisted of the following: At March 31, 2012 2013 (in millions) Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 381,977 708,223 687,228 233,123 19,330 ¥379,943 723,902 767,733 236,353 17,976 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,029,881 1,042,407 2,125,907 1,066,853 Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 987,474 ¥1,059,054 Our registered address is 7-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan. At March 31, 2013, we and our subsidiaries conducted our operations either in premises we owned or in properties we leased. The following table presents the book values of our material offices and other properties at March 31, 2013: Owned land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owned buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Book value (in millions) ¥379,943 218,922 The buildings and land we own are primarily used by us and our subsidiaries as offices and branches. Most of the buildings and land we own are free from material encumbrances. During the fiscal year ended March 31, 2013, we invested approximately ¥139.8 billion, primarily for office renovations and relocation. Item 4A. Unresolved Staff Comments. None. 52 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. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Critical Accounting Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounting Changes and Recently Issued Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . A. Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business Segment Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geographic Segment Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of Change in Exchange Rates on Foreign Currency Translation . . . . . . . . . . . . . . . . . . . . . . . B. Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-exchange Traded Contracts Accounted for at Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 54 61 69 72 79 79 79 93 99 100 101 101 124 129 C. Research and Development, Patents and Licenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 D. Trend Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 E. Off-Balance Sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 F. Tabular Disclosure of Contractual Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131 G. Safe Harbor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131 53 Introduction We are a holding company for The Bank of Tokyo-Mitsubishi UFJ, Ltd., or BTMU, Mitsubishi UFJ Trust and Banking Corporation, or MUTB, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., or MUMSS (through Mitsubishi UFJ Securities Holdings Co., Ltd., or MUSHD, an intermediate holding company), Mitsubishi UFJ NICOS Co., Ltd., or Mitsubishi UFJ NICOS, and other subsidiaries. Through our subsidiaries and affiliated companies, we engage in a broad range of financial businesses and services, including commercial banking, investment banking, trust banking and asset management services, securities businesses, and credit card businesses, and provide related services to individual and corporate customers. Summary of Our Recent Financial Results The following table presents some key figures relating to our financial results: Net interest income(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . Net income attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . Diluted earnings per common share—net income available to common Fiscal years ended March 31, 2011 2012 2013 (in billions, except per share data) ¥1,871.1 ¥1,955.8 ¥1,879.5 144.5 223.8 292.0 2,068.0 1,440.6 1,694.8 2,378.7 2,322.7 2,460.5 1,415.9 849.9 821.8 1,119.9 420.7 388.1 1,069.1 416.2 452.6 shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . . . . 30.43 28.09 74.16 Notes: (1) Interest income for the fiscal year ended March 31, 2012 includes a gain of ¥139.3 billion on the conversion rate adjustment of Morgan Stanley’s convertible preferred stock. For more information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. (2) Non-interest income for the fiscal year ended March 31, 2012 reflects an impairment loss of ¥579.5 billion on our investment in Morgan Stanley’s common stock resulting from a decline in the quoted price of Morgan Stanley’s common stock that we determined to be other than temporary in light of the increasingly stringent regulatory environment and the existing adverse economic events in Europe. For more information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. We reported net income attributable to Mitsubishi UFJ Financial Group of ¥1,069.1 billion for the fiscal year ended March 31, 2013, an increase of ¥652.9 billion from ¥416.2 billion for the fiscal year ended March 31, 2012. Our diluted earnings per common share (net income available to common shareholders of Mitsubishi UFJ Financial Group) for the fiscal year ended March 31, 2013 was ¥74.16, an increase of ¥46.07 from ¥28.09 for the fiscal year ended March 31, 2012. Income before income tax expense for the fiscal year ended March 31, 2013 was ¥1,415.9 billion, an increase of ¥566.0 billion from ¥849.9 billion for the fiscal year ended March 31, 2012. For the fiscal year ended March 31, 2013, our domestic revenue, which consists of interest income and non- interest income attributable to our operations in Japan, was ¥3,016.0 billion, while our total foreign revenue, which consists of interest income and non-interest income attributable to our operations outside of Japan, was ¥1,479.5 billion, with revenue attributable to our operations in the United States contributing ¥426.4 billion, Asia and Oceania excluding Japan contributing ¥585.5 billion, and Europe contributing ¥256.5 billion. As a percentage of total revenue, domestic revenue declined to 67.1% for the fiscal year ended March 31, 2013 from 72.8% for the previous fiscal year. For the fiscal year ended March 31, 2013, domestic net income attributable to Mitsubishi UFJ Financial Group was ¥499.1 billion. Foreign net income attributable to Mitsubishi UFJ Financial Group was ¥570.0 billion for the same period. In particular, Asia and Oceania excluding Japan contributed ¥275.0 billion, while U.S. and Europe contributed ¥95.6 billion and ¥78.4 billion, respectively. 54 More specifically, our net income attributable to Mitsubishi UFJ Financial Group for the fiscal year ended March 31, 2013 mainly reflected the following: Net interest income. Net interest income is a function of: ‰ ‰ ‰ ‰ ‰ the amount of interest-earning assets, the amount of interest-bearing liabilities, 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. Net interest income for the fiscal year ended March 31, 2013 was ¥1,871.1 billion, a decrease of ¥84.7 billion from ¥1,955.8 billion for the fiscal year ended March 31, 2012. The higher interest income for the fiscal year ended March 31, 2012 reflected the one-time gain of ¥139.3 billion on the conversion rate adjustment of convertible preferred stock of Morgan Stanley. Excluding the one-time gain, net interest income would have increased between the same periods primarily because we increased our trading account assets particularly in foreign countries with higher interest rates compared to the previous fiscal year, while the average interest rate on interest bearing liabilities decreased due to lower interest rate environments. The average interest spread decreased 0.09 percentage points to 0.93% for the fiscal year ended March 31, 2013 from 1.02% for the fiscal year ended March 31, 2012 mainly due to the one-time gain on the conversion rate adjustment of Morgan Stanley’s convertible preferred stock. In addition, the interest spread in Japan tightened as a result of the continuing low interest environment. Excluding the one-time gain, our average foreign interest spread would have improved primarily because we were able to effectively manage the yields on our interest-earning assets while interest rates on our interest-bearing liabilities decreased as market interest rates declined. The following table shows changes in our net interest income by changes in volume and by changes in rates for the fiscal year ended March 31, 2012 compared to the fiscal year ended March 31, 2011, and the fiscal year ended March 31, 2013 compared to the fiscal year ended March 31, 2012: Fiscal Year Ended March 31, 2011 versus Fiscal Year Ended March 31, 2012 Fiscal Year Ended March 31, 2012 versus Fiscal Year Ended March 31, 2013 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) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign(2) ¥(51,014) ¥ (36,835) ¥ (87,849) ¥ 34,889 174,449 120,290 164,195 43,905 ¥(108,724) ¥(73,835) (10,879) (185,328) Total . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (7,109) ¥ 83,455 ¥ 76,346 ¥209,338 ¥(294,052) ¥(84,714) Notes: (1) Volume/rate variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total “net (2) change.” Interest income on foreign activities for the fiscal year ended March 31, 2012 includes a gain of ¥139.3 billion on the conversion rate adjustment of Morgan Stanley’s convertible preferred stock. For more information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. 55 The following table is a summary of the amount of interest-earning assets and interest-bearing liabilities, average interest rates, the interest rate spread and non-interest-bearing liabilities for the fiscal years ended March 31, 2011, 2012 and 2013: Fiscal years ended March 31, 2011 2012 2013 Average balance Average rate Average balance Average rate Average balance Average rate (in billions, except percentages) Interest-earning assets: Domestic . . . . . . . . . . . . . . . . . . . . . . . ¥130,922.3 49,338.1 Foreign(1) . . . . . . . . . . . . . . . . . . . . . . . 1.16% ¥130,856.7 53,322.4 2.08 1.07% ¥134,759.6 59,064.7 2.24 0.95% 1.95 Total . . . . . . . . . . . . . . . . . . . . . . ¥180,260.4 1.41% ¥184,179.1 1.41% ¥193,824.3 1.25% Financed by: Interest-bearing liabilities: Domestic . . . . . . . . . . . . . . . . . . . . . . . ¥126,908.2 34,436.5 Foreign . . . . . . . . . . . . . . . . . . . . . . . . 0.29% ¥130,916.6 34,504.0 0.87 0.26% ¥135,974.9 37,424.6 0.88 . . . . . . . . . . . . . . . . . . . . . . Non-interest-bearing liabilities . . . . . . . . . . Total 161,344.7 18,915.7 0.42 — 165,420.6 18,758.5 0.39 — 173,399.5 20,424.8 0.21% 0.73 0.32 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥180,260.4 0.37% ¥184,179.1 0.35% ¥193,824.3 0.29% Interest rate spread . . . . . . . . . . . . . . . . . . . Net interest income as a percentage of total interest-earning assets . . . . . . . . . . . . . . . 0.99% 1.04% 1.02% 1.06% 0.93% 0.97% Note: (1) Interest income on foreign activities for the fiscal year ended March 31, 2012 includes a gain of ¥139.3 billion on the conversion rate adjustment of Morgan Stanley’s convertible preferred stock. For more information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. Provision for credit losses. Provision for credit losses is charged to operations to maintain the allowance for credit losses at a level deemed appropriate by management. The provision for credit losses for the year ended March 31, 2013 was ¥144.5 billion, a decrease of ¥79.3 billion from ¥223.8 billion for the previous fiscal year. For the details of the provision for credit losses and a description of the approach and methodology used to establish the allowance for credit losses, see “—B. Liquidity and Capital Resources—Financial Condition—Loan Portfolio.” Non-interest income. Non-interest income consists of: ‰ fees and commissions income, 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, 56 ‰ ‰ ‰ guarantee fees, fees on investment funds business, and other fees and commissions, ‰ ‰ ‰ ‰ ‰ ‰ foreign exchange gains (losses)—net, which include gains (losses) on foreign exchange derivative contracts (for example, foreign exchange gains (losses) on currency derivatives), foreign exchange gains (losses) other than derivative contracts (for example, gains (losses) on foreign exchange transactions), and foreign exchange gains (losses) related to the fair value option (for example, foreign exchange gains (losses) on securities under the fair value option), trading account profits—net, which primarily include net profits (losses) on trading account securities and interest rate derivative contracts entered into for trading purposes, including assets relating to the following activities: ‰ ‰ trading purpose activities, which are conducted mainly for the purpose of generating profits either through transaction fees or arbitrage gains and involve frequent and short-term selling and buying of securities, commodities or others, and trading account assets relating to application of certain accounting rules, which are generally not related to trading purpose activities but are classified as trading accounts due to application of certain accounting rules, such as assets that are subject to fair value option accounting treatment or investment securities held by variable interest entities that are classified as trading account securities. Of the two categories, trading purpose activities represent a smaller portion of our trading accounts profits; investment securities gains—net, which primarily include net gains or losses on sales and impairment losses on securities available for sale, equity in earnings (losses) of equity method investees—net, which includes our equity interest in the earnings of our equity investees and impairment losses on our investments in equity method investees, gains on sales of loans, and other non-interest income. The following table is a summary of our non-interest income for the fiscal years ended March 31, 2011, 2012 and 2013: Fiscal years ended March 31, 2011 2012 2013 Fees and commissions income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account profits—net Investment securities gains—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in earnings (losses) of equity method investees—net . . . . . . . . . . . . . . . . Gains on sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,128.4 260.7 133.9 121.8 (113.0) 14.5 148.5 (in billions) ¥1,100.0 34.3 667.3 19.4 (499.4) 15.6 103.4 ¥1,160.9 (39.0) 570.3 156.0 60.2 14.8 144.8 Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,694.8 ¥1,440.6 ¥2,068.0 Fees and commissions income for the fiscal year ended March 31, 2013 was ¥1,160.9 billion, an increase of ¥60.9 billion from ¥1,100.0 billion for the fiscal year ended March 31, 2012. This increase was partly due to an increase of ¥27.6 billion in fees and commissions from our securities business as a result of increased 57 cross-selling, customer referral and other coordinated efforts between our banking and securities subsidiaries and an increase in our underwriting activity. Other fees and commissions also increased ¥34.3 billion mainly due to an increase in brokerage fees at our banking subsidiaries both in Japan and overseas. Net foreign exchange losses for the fiscal year ended March 31, 2013 were ¥39.0 billion, compared to ¥34.3 billion of net foreign exchange gains for the fiscal year ended March 31, 2012. The Japanese yen depreciated rapidly against major foreign currencies, including the U.S. dollar, towards the end of the fiscal year ended March 31, 2013 and thus contributed to an increase in yen-denominated foreign exchange gains related to financial instruments accounted for under the fair value option. However, this increase was more than offset by an increase in foreign exchange losses on other than derivative contracts resulting from an increase in foreign exchange trading losses and higher foreign exchange translation losses on monetary liabilities denominated in foreign currencies, which we assumed when the Japanese yen was higher. Net trading account profits for the fiscal year ended March 31, 2013 were ¥570.3 billion, a decrease of ¥97.0 billion from ¥667.3 billion for the fiscal year ended March 31, 2012. The decrease in net trading account profits was largely due to a ¥160.4 billion decrease in net profits on interest rate and other derivative contracts, which in turn was mainly due to a ¥90.8 billion increase in net losses on equity contracts as a result of an increase in losses at our securities subsidiaries on short positions in equity index future transactions and to a ¥39.0 billion decrease in net profits on interest rate contracts as a result of losses on revaluation of interest rate swap contracts. These decreases were partially offset by a ¥63.4 billion increase in net profits on trading account securities, excluding derivatives, as a result of an increase in the volume of trading transactions, reflecting an improvement in general market conditions. Net investment securities gains for the fiscal year ended March 31, 2013 were ¥156.0 billion, an increase of ¥136.6 billion from ¥19.4 billion for the fiscal year ended March 31, 2012. This increase was mainly due to a decrease of ¥62.6 billion in impairment losses on marketable equity securities, an increase of ¥43.0 billion in gains on sales of debt securities as a result of an increase in gains on sales of Japanese government bonds in the lower interest rate environment, and ¥30.7 billion of gains on sales of domestic equity securities as a result of an increase in gains on sales of domestic equity securities mainly due to an improvement in the domestic equity market. Net equity in earnings of equity method investees for the fiscal year ended March 31, 2013 was ¥60.2 billion, compared to net equity in losses of equity method investees of ¥499.4 billion for the previous fiscal year, which included an other-than-temporary impairment loss of ¥579.5 billion on our investment in the common stock of Morgan Stanley. For further information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. Core Business Areas We operate our main businesses under an integrated business group system, which integrates the operations of BTMU, MUTB, MUMSS (through MUSHD), Mitsubishi UFJ NICOS and other subsidiaries in the following five areas—Retail, Corporate, Trust Assets, Global, and Global Markets. These five businesses serve as the core sources of our revenue. Operations that are not covered under the integrated business group system, which mainly consists of corporate center of MUFG, BTMU, MUTB and MUMSS and the elimination of net revenues amongst business segments, are classified under Other. For further information, see “—A. Operating Results— Business Segment Analysis.” Our business segment information is based on financial information prepared in accordance with Japanese GAAP, as adjusted in accordance with internal management accounting rules and practices and is not consistent with our consolidated financial statements included elsewhere in this Annual Report, which have been prepared in accordance with U.S. GAAP. For information on a reconciliation of operating profit under our internal management reporting system to income before income tax expense shown on the consolidated statements of 58 income, see Note 27 to our consolidated financial statements included elsewhere in this Annual Report. The following table sets forth the relative contributions to operating profit for the fiscal year ended March 31, 2013 of the five core business areas and other based on our business segment information: Integrated Retail Banking Business Group Integrated Corporate Banking Business Group Integrated Trust Assets Business Group Integrated Global Business Group Other than UNBC UNBC (in billions) Total Global Markets Other Total Net revenue . . . . . . . . . . . . ¥1,206.5 ¥856.6 439.9 Operating expenses . . . . . . 912.6 ¥138.8 ¥466.8 ¥288.5 ¥755.3 451.2 205.4 245.8 88.3 ¥761.6 140.5 ¥ (2.3) ¥3,716.5 2,208.9 176.4 Operating profit (loss) . . . . ¥ 293.9 ¥416.7 ¥ 50.5 ¥221.0 ¥ 83.1 ¥304.1 ¥621.1 ¥(178.7) ¥1,507.6 Summary of Our Recent Financial Condition The following table presents some key figures relating to our financial condition in assets: Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans, net of unearned income, unamortized premiums and deferred loan fees . . . . . . . Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities being held to maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At March 31, 2012 2013 (in trillions) ¥215.20 91.01 92.30 (1.29) 61.04 57.74 2.39 34.95 23.40 11.56 ¥230.56 97.25 98.59 (1.34) 61.87 58.84 2.13 40.83 26.18 14.65 Total assets as of March 31, 2013 were ¥230.56 trillion, an increase of ¥15.36 trillion from ¥215.20 trillion at March 31, 2012. Our total loans outstanding as of March 31, 2013 were ¥98.59 trillion, an increase of ¥6.29 trillion from ¥92.30 trillion as of March 31, 2012. Before unearned income, net unamortized premium and net deferred loan fees, our loan balance as of March 31, 2013 consisted of ¥69.44 trillion of domestic loans and ¥29.27 trillion of foreign loans. The increase in domestic loans of ¥1.24 trillion between March 31, 2012 and 2013 was primarily due to an increase in loans to government institutions because of the expanding government expenditures and declining tax revenue. The increase in foreign loans of ¥5.08 trillion between March 31, 2012 and 2013 was primarily due to the appreciation of the relevant foreign currencies against the Japanese yen and the expansion of the foreign operations of our banking subsidiaries. Total allowance for credit losses as of March 31, 2013 was ¥1,336.0 billion, an increase of ¥50.5 billion from ¥1,285.5 billion as of March 31, 2012. The increase mainly reflected the increase in our total loan volume. Total investment securities as of March 31, 2013 were ¥61.87 trillion, an increase of ¥0.83 trillion from ¥61.04 trillion as of March 31, 2012. The increase of ¥0.83 trillion consisted of an increase of ¥1.10 trillion in securities available for sale mainly due to an increase in marketable equity securities reflecting strong equity markets and increased investments in Japanese government bonds by our trust banking subsidiaries, and a decrease of ¥0.26 trillion in securities being held to maturity mainly due to the redemption of bonds held by our trust banking subsidiaries without creating new positions, partially offset by an increase in asset-backed securities, or ABS, invested in by our banking subsidiaries. 59 Trading account assets as of March 31, 2013 were ¥40.83 trillion, an increase of ¥5.88 trillion from ¥34.95 trillion as of March 31, 2012. This increase consisted of an increase of ¥2.78 trillion in trading securities and an increase of ¥3.09 trillion in trading derivative assets. The increase in trading securities was mainly due to an increase in Japanese national government bonds in our securities portfolio reflecting the relatively favorable market conditions for such bonds towards the end of the fiscal year ended March 31, 2013. The depreciation of the Japanese yen against major foreign currencies also resulted in an increase in the Japanese yen equivalent amount of foreign currency denominated bonds. The increase in trading derivative assets was mainly due to an increase in interest rate swap assets in overseas offices in our banking and securities subsidiaries. The following table presents some key figures relating to our financial condition in liabilities: At March 31, 2012 2013 (in trillions) Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Overseas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt ¥206.34 139.49 114.59 24.90 13.57 10.88 11.97 12.59 ¥219.62 148.21 118.33 29.88 15.70 11.61 14.97 12.18 Total liabilities as of March 31, 2013 were ¥219.62 trillion, an increase of ¥13.28 trillion from ¥206.34 trillion as of March 31, 2012. Total deposits as of March 31, 2013 were ¥148.21 trillion, an increase of ¥8.72 trillion from ¥139.49 trillion as of March 31, 2012. Of the ¥8.72 trillion increase, ¥3.74 trillion was attributable to our domestic offices, and ¥4.98 trillion was to our foreign offices. The increase in domestic offices was mainly due to an increase of ¥3.39 trillion in interest-bearing deposits in our banking subsidiaries, while the increase in overseas offices was mainly due to an increase of ¥4.20 trillion in interest-bearing deposits in foreign branches of our banking subsidiaries and Union Bank. Approximately 65% of the increase in deposits was due to the revaluation of foreign assets based on the depreciated Japanese yen, and approximately 10% of the increase was due to the acquisition of banking institutions by Union Bank. Payables under repurchase agreements as of March 31, 2013 were ¥15.70 trillion, an increase of ¥2.13 trillion from ¥13.57 trillion as of March 31, 2012. This increase was primarily due to an increase in the volume of transactions by our banking subsidiaries and the depreciation of the Japanese yen against other currencies. Other short-term borrowings as of March 31, 2013 were ¥11.61 trillion, an increase of ¥0.73 trillion from ¥10.88 trillion as of March 31, 2012. The increase was primarily due to an increase in borrowings from the Bank of Japan and issuances of commercial paper outside of Japan by our banking and trust banking subsidiaries. Trading account liabilities as of March 31, 2013 were ¥14.97 trillion, an increase of ¥3.00 trillion from ¥11.97 trillion as of March 31, 2012. This is mainly due to increases in liabilities related to interest rate swaps and currency swaps traded in the U.S. and Asian branches of our banking and securities subsidiaries. Long-term debt as of March 31, 2013 was ¥12.18 trillion, a decrease of ¥0.41 trillion from ¥12.59 trillion as of March 31, 2012. This decrease was mainly due to decreases in subordinated borrowings and obligations under loan securitization transactions, and the redemption of subordinated bonds issued by our banking subsidiaries, partially offset by an increase in long-term borrowings by our banking and securities subsidiaries. 60 Shareholders’ Equity The following table presents some key figures relating to MUFG shareholders’ equity: At March 31, 2012 2013 (in trillions) Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized gains on investment securities available for sale, net of tax . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 8.58 0.72 0.48 (0.68) ¥10.61 1.60 1.11 (0.21) Shareholders’ equity as of March 31, 2013 was ¥10.61 trillion, an increase of ¥2.03 trillion from ¥8.58 trillion as of March 31, 2012. Retained earnings as of March 31, 2013 were ¥1.60 trillion, an increase of ¥0.88 trillion from ¥0.72 trillion as of March 31, 2012, reflecting higher net income of our banking and trust banking subsidiaries for the fiscal year ended March 31, 2013 compared to the previous fiscal year. We raised our annual dividend to ¥13 per share for the fiscal year ended March 31, 2013 from ¥12 per share for the previous fiscal year. Unrealized gains on investment securities available for sale, net of tax, as of March 31, 2013 were ¥1.11 trillion, an increase of ¥0.63 trillion from ¥0.48 trillion as of March 31, 2012. These increases were mainly due to the general decline in short-term interest rates in the bond market and favorable price movements in the equity market after the implementation of measures under the Japanese government’s new economic policy generally referred to as “Abe-nomics” and measures under the Bank of Japan’s “quantitative and qualitative monetary easing” policy. Foreign currency translation adjustment, net of tax, as of March 31, 2013 was a negative adjustment of ¥0.21 trillion, an improvement of ¥0.47 trillion from a negative adjustment of ¥0.68 trillion as of March 31, 2012. This improvement was mainly due to the positive impact of the depreciation of the Japanese yen against other currencies on foreign currency translation adjustments related to our investment in Morgan Stanley, UNBC, and banking subsidiaries in China as well as redemption of mutual fund investments focused on foreign bonds. Business Environment We engage, through our subsidiaries and affiliated companies, in a broad range of financial businesses and services, including commercial banking, investment banking, trust banking and asset management services, securities businesses and credit card businesses, and provide related services to individuals primarily in Japan and the United States and to 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. Economic Environment in Japan The stagnant economic conditions in Japan that began with the recent global financial crisis in 2008 and was further impacted by the Great East Japan Earthquake in March 2011 generally continued through the end of the 61 calendar year 2012. Signs of improvement started to emerge after the Abe administration took office in December 2012 and began to propose and implement various measures under an economic reform policy generally referred to as the “Abe-nomics” policy. The Japanese government announced three fundamental strategies to its policy. As part of the first fundamental strategy, a series of anti-deflation and other monetary measures are being implemented in coordination with the Bank of Japan. Under the new leadership appointed by Prime Minister Abe, the Bank of Japan has put forth an inflation target of 2% in terms of a year-on-year rate of change in the consumer price index to be achieved within two years, and has begun to implement measures under its “quantitative and qualitative monetary easing” policy. The policy measures set forth by the Bank of Japan include: ‰ money market operations with an aim to double Japan’s monetary base in two years, ‰ market purchases of Japanese national government bonds of up to approximately ¥7.5 trillion per month, and ‰ market purchases of exchange-traded funds, Japanese real estate investment trusts, commercial paper and corporate bonds. The second fundamental strategy set forth by the Abe administration includes increased government spending to stimulate the economy. The third fundamental strategy includes deregulation and other growth measures and plans focused on, among other things, the health, energy, infrastructure and agriculture sectors, foreign investment and trade, as well as labor and employment. There is still significant uncertainty surrounding Japan’s economy, including the medium and long-term effect of these measures on Japan’s economy. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—Because a large portion of our assets are located in Japan and our business operations are conducted primarily in Japan, we may incur further losses if economic conditions in Japan worsen.” The following table sets forth the growth rates of Japan’s real gross domestic product and its components on a quarter-on-quarter basis for the periods indicated: 2010 3Q 1.5 1.4 2Q 1.0 0.1 Calendar Year 2011 4Q 1Q 2Q (0.3) (0.2) (2.0) (1.6) (0.8) 0.9 3Q 2.7 1.4 4Q 0.2 0.7 1Q 1.2 0.8 2012 2Q 3Q (0.2) 0.2 (0.9) (0.4) 4Q 0.3 0.4 Gross Domestic Product . . . . . . Private Consumption . . . . . Private Residential Investment . . . . . . . . . . . 1.0 0.4 3.8 1.7 (2.4) 4.9 (0.9) (1.5) 2.3 1.5 3.5 Private Non-Residential (Unit: %) 2013 1Q 1.0 0.9 1.9 Investment . . . . . . . . . . . 4.6 1.1 (1.6) 0.2 (0.3) 1.8 8.1 (2.5) (0.2) (3.3) (1.5) (0.3) Government Consumption . . . . . . . . . Public Investment . . . . . . . Exports . . . . . . . . . . . . . . . . Imports . . . . . . . . . . . . . . . . 1.5 0.3 (8.2) 1.8 2.0 4.8 1.7 5.2 0.5 (1.6) 0.2 0.8 0.1 (4.4) (0.8) 1.3 0.3 0.9 (7.1) (0.4) 0.2 (0.5) 9.2 3.3 0.3 (2.4) (3.0) 1.7 1.5 7.0 2.7 2.0 0.2 6.3 (0.0) 1.8 0.4 3.2 (4.4) (0.3) 0.7 2.7 (2.9) (2.2) 0.4 0.4 3.8 1.0 Source: Cabinet Office, Government of Japan Japan’s GDP declined for the two consecutive quarters ended September 30, 2012 and grew for the two consecutive quarters ended March 31, 2013, resulting in annual GDP growth of 1.2% for the fiscal year ended March 31, 2013, compared to the previous fiscal year. The following trends were observed in the components of Japan’s GDP in recent periods: ‰ Private consumption weakened during the quarter ended September 30, 2012 due to declines in demand for television sets, personal computers and automobiles. Private consumption improved in the subsequent quarters particularly after the inauguration of the Abe administration. Private consumption 62 may significantly weaken, however, when the consumption tax rate is raised from the current 5% to 8% in April 2014 and further to 10% in October 2015 in accordance with the legislation enacted by the Japanese Diet in August 2012. Private residential investment grew during the fiscal year ended March 31, 2013, primarily due to a larger number of new housing constructions in the northeastern part of Japan, which suffered damages from the Great East Japan Earthquake. However, private residential spending may significantly weaken after the expected increase in the consumption tax rate. Private non-residential investment decreased during the fiscal year ended March 31, 2013. Corporate investments in the electronics, automobile, personal computer and industrial machinery manufacturing industries declined due to weaker demand for such products. ‰ ‰ ‰ Government consumption grew during the fiscal year ended March 31, 2013 mainly due to increased social benefit expenses, including government spending on medical and nursing care services. ‰ Public investment grew during the fiscal year ended March 31, 2013 primarily due to increased public projects in the northeastern part of Japan, which suffered damages from the Great East Japan Earthquake. ‰ Net exports, which represents exports less imports, were adversely affected by declining exports for the three quarters ended December 31, 2012 primarily due to the stagnant global economy. Exports to China rapidly decreased during the same period because of the diplomatic tension between Japan and China. Exports grew during the quarter ended March 31, 2013 mainly due to an increase in exports of automobiles, following the depreciation of the Japanese yen against other currencies. Imports also grew during the quarter ended March 31, 2013 mainly due to larger volumes of petroleum, natural gas and coals imported to meet the increased need for such natural resources for thermal electricity generation after the Great East Japan Earthquake. The following table sets forth the growth rates of Japan’s nationwide consumer price indices on a quarter- on-quarter basis for the periods indicated: 2010 3Q 2Q Calendar Year 2011 2012 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 2013 1Q Consumer Price Index . . . 0.1% (0.6)% 0.2% (0.3)% 0.2% 0.0% (0.2)% 0.3% 0.1% (0.6)% (0.1)% (0.1)% Source: Ministry of Internal Affairs and Communications of Japan Japan’s consumer prices increased in April and May 2013 with the rate of growth of the nationwide price indices on month-on-month basis being 0.3% in April 2013 and 0.1% in May 2013. The following table sets forth Japan’s nationwide unemployment rates for the periods indicated: 2010 3Q 2Q Calendar Year 2011 2012 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 2013 1Q Unemployment Rate . . . . 5.3% 5.1% 4.8% 4.8% 4.8% 4.5% 4.3% 4.5% 4.6% 4.3% 4.0% 4.3% Source: Ministry of Internal Affairs and Communications of Japan Japan’s nationwide unemployment rate for May 2013 was 4.1%. The Bank of Japan has maintained a very low policy rate (uncollateralized overnight call rate) of 0.10% or lower in an effort to improve the Japanese economy. Euro-yen-3-month Tokyo Interbank Offered Rate, or TIBOR, was around 0.23% as of early July 2013, the lowest level since 2006, reflecting the monetary policy of the Bank of Japan. Long-term interest rates have fluctuated significantly since the introduction of the Abe- nomics measures. The yield on newly issued ten-year Japanese national government bonds fell to the historical 63 low level of around 0.325% shortly after the introduction of the Abe-nomics measures, and rose to around 1% in May 2013 due to concerns over the impact of increasing government spending and debt on Japan’s financial health and a general shift in investors’ allocation of capitals from the debt markets to the improving stock markets. Since late May 2013, the newly issued ten-year Japanese national government bonds has been trading in a range of 0.8% to 0.9%. The following chart shows the interest rate trends in Japan since April 2011: % 2.0 1.8 1.6 1.4 1.2 1.0 0.8 0.6 0.4 0.2 0.0 M ay-11 A pr-11 Jun-11 S ep-11 A ug-11 N ov-11 Jan-12 D ec-11 Jul-11 O ct-11 F eb-12 M ay-12 M ar-12 A pr-12 Jun-12 S ep-12 A ug-12 N ov-12 Jan-13 D ec-12 Jul-12 O ct-12 F eb-13 M ay-13 M ar-13 A pr-13 Jun-13 Newly Issued Japanese Government Bonds Yield (10 years) (End of Month) Uncollateralized Overnight Call Rates (End of Month) Source: Bank of Japan With regard to the Japanese stock market, the closing price of the Nikkei Stock Average, which is the average of 225 blue chip stocks listed on the Tokyo Stock Exchange, decreased from ¥10,083.56 on March 30, 2012 to ¥8,870.16 at September 28, 2012. After declining to an intra-day low of ¥8,238.96 in early June 2012, the Nikkei Stock Average remained weak around the mid-high ¥8,000 level throughout October 2012. The weakness in stock prices reflected the general sentiment of persistent risk aversion and uncertainty surrounding the economy, affected by multiple factors such as the European sovereign debt problems, the possibility of global economic recession, and the appreciation of the Japanese yen which adversely affected the Japanese export industry. The Nikkei Stock Average began to improve in December 2012 due to stronger demand from foreign investors in anticipation of the positive impact of the Abe-nomics measures on the Japanese economy, rising to ¥12,397.91 at the end of trading on March 29, 2013 and further to an intra-day high of ¥15,942.60 on May 23, 2013. The Tokyo Stock Price Index, or TOPIX, a composite index of all stocks listed on the First Section of the Tokyo Stock Exchange, similarly fluctuated from April 2012 through early December 2012 due to the same reasons as those for the Nikkei Stock Average. The TOPIX generally maintained a downward trend until it reached an intra-day low of 692.18 in early June 2012, and remained at around the mid to high 700s throughout early December 2012. TOPIX began to improve in late December 2012, rising to 1,034.71 at the end of trading on March 29, 2013 and further to an intra-day high of 1,289.77 on May 23, 2013. 64 The stock prices have since remained volatile with the Nikkei Stock Average declining to ¥12,415.85 on June 13, 2013 and increasing to ¥14,497.65 on July 8, 2013, and TOPIX declining to 1,033.02 on June 7, 2013 and increasing to 1,202.44 on July 8, 2013. The fluctuations in stock prices have reflected investors’ uncertainty over the effectiveness of the current governmental policies and future changes in such policies in major markets. For example, foreign investors increased their investments in financial products in response to the monetary easing policies in Japan and the United States. After the FRB commenced discussions of its strategy to exit from the current monetary easing policy in the United States, investors began to reduce their investments in the financial market. In addition, investors remain alert to the economic conditions in the Eurozone as well as Japan. The following chart shows the daily closing price of the Nikkei Stock Average since April 2011: Yen 16,000 15,000 14,000 13,000 12,000 11,000 10,000 9,000 8,000 7,000 A pr-11 M ay-11 Jun-11 Jul-11 A ug-11 S ep-11 O ct-11 N ov-11 D ec-11 Jan-12 F eb-12 M ar-12 A pr-12 M ay-12 Jun-12 Jul-12 A ug-12 S ep-12 O ct-12 N ov-12 D ec-12 Jan-13 F eb-13 M ar-13 A pr-13 M ay-13 Jun-13 Jul-13 Nikkei Stock Average The Japanese yen appreciated against other currencies, including against the US dollar, from the closing price of ¥82.87 to U.S.$1 on March 30, 2012 to the historical low of ¥77.13 on September 13, 2012, despite the Bank of Japan’s efforts to mitigate the trend. The Japanese yen appreciation was mainly due to reduced outflow of capital from Japan as interest rates globally decreased significantly to near-zero levels. After the Abe administration took office in December 2012, the Japanese yen depreciated rapidly in response to the Bank of Japan’s monetary policy measures. As a result, the Japanese yen depreciated to the closing price of ¥94.22 to U.S.$1 as of March 29, 2013, and further depreciated to ¥103.74 to U.S.$1 as of May 22, 2013. As of July 8, 2013, the Japanese yen stood at the closing price of ¥100.97 to U.S.$1. 65 The following chart shows the foreign exchange rates expressed in Japanese yen per U.S. dollar since April 2011: Yen per US Dollar 104 102 100 98 96 94 92 90 88 86 84 82 80 78 76 74 72 70 A pr-11 M ay-11 Jun-11 Jul-11 A ug-11 S ep-11 O ct-11 N ov-11 D ec-11 Jan-12 F eb-12 M ar-12 A pr-12 M ay-12 Jun-12 Jul-12 A ug-12 S ep-12 O ct-12 N ov-12 D ec-12 Jan-13 F eb-13 M ar-13 A pr-13 M ay-13 Jun-13 Jul-13 Source: Bank of Japan Yen/Dollar Spot Rate at 17:00 (Tokyo time) Based on a survey conducted of land prices by the Japanese government, the average residential land prices in Japan declined by 1.6% between January 1, 2012 and January 1, 2013. The average commercial land prices in Japan also declined by 2.1% during the same period. In the three major metropolitan areas of Tokyo, Osaka and Nagoya, the average residential land prices declined by 0.6% between January 1, 2012 and January 1, 2013, while the average commercial land prices in those areas declined by 0.5% during the same period. In the local regions of Japan, which consist of regions other than the three major metropolitan areas in Japan, average residential land prices continued to decline with the rate of decline between January 1, 2012 and January 1, 2013, being 2.5%, and commercial land prices also continued to decline with the rate of decline between January 1, 2012 and January 1, 2013, being 3.3%. According to Teikoku Databank, a Japanese research institution, the number of companies that filed for legal bankruptcies in Japan from April 2012 to March 2013 was approximately 10,700, a decrease of 6.3% from the same period of the previous year. The decrease in the number of companies that filed for legal bankruptcy was mainly due to the positive effects of the Japanese government’s economic stimulus measures which financially supported various industries’ restoration processes following the Great East Japan Earthquake. The number of companies that filed for legal bankruptcy with debt exceeding ¥10 billion was 26 in the fiscal year ended March 31, 2013, the lowest number in ten years. As a percentage of the total number of legal bankruptcy filings made in the same fiscal year, the number of such filings made by businesses that are either unincorporated or capitalized at less than ¥10 million constituted 54.8%. The aggregate amount of liabilities subject to bankruptcy filings from April 2012 to March 2013 was approximately ¥2.93 trillion, a decrease of ¥0.99 trillion, excluding financial institutions’ bankruptcy filings. As a result, the aggregate amount of liabilities subject to bankruptcy filings decreased approximately 25.2% compared to the same period of the previous year. 66 International Financial Markets U.S. Economy The U.S. economy demonstrated signs of continued improvement during the fiscal year ended March 31, 2013. However, since the economy continued to lack strong evidence of sustained growth, the FRB has kept in place its zero-interest rate policy—a policy to maintain the federal funds target rate between zero and 0.25%. In December 2012, the Federal Open Market Committee, or the FOMC, announced that it will continue to maintain the zero interest rate policy at least as long as the unemployment rate remains above 6.5%, inflation between one and two years ahead is projected to be no more than 0.5 percentage points above the FOMC’s 2 % target, and longer-term inflation expectations continue to be well anchored. Additionally, in January 2013, the FOMC stated that it will continue purchasing agency mortgage-backed securities at a pace of $40 billion per month and longer- term Treasury securities at a pace of $45 billion per month to lower long-term interest rates and support sustained economic growth. Recently, the FRB commenced discussing its strategy to exit from the current monetary easing policy. The following table sets forth the growth rates of U.S. real gross domestic product and its components on a quarter-on-quarter basis for the periods indicated: Gross Domestic Product . . . . . . . . . Personal Consumption 2Q 2.2 Expenditures . . . . . . . . . . . . . . 2.6 Gross Private Domestic 2010 3Q 2.6 2.5 Calendar Year 2011 2012 4Q 2.4 1Q 0.1 2Q 2.5 3Q 1.3 4Q 4.1 1Q 2.0 2Q 1.3 3Q 3.1 4Q 0.4 (Unit: %) 2013 1Q 1.8 4.1 3.1 1.0 1.7 2.0 2.4 1.5 1.6 1.8 2.6 Investment Fixed Investment . . . . . . . . . . . . . . . . . . . . . . . Non-residential . . . . . . . . . . . . . . . Residential Government Consumption Expenditures and Gross Investment . . . . . . . . . . . . . . . Exports . . . . . . . . . . . . . . . . . . . . Imports . . . . . . . . . . . . . . . . . . . . 14.6 14.5 12.3 23.1 2.8 9.6 20.2 16.4 (1.0) 7.7 (28.6) (5.9) 7.6 9.2 1.5 (5.3) 12.5 (1.3) 12.4 (1.3) 14.5 4.1 (1.4) 5.9 15.5 19.0 1.4 33.9 10.0 9.5 12.1 6.1 9.8 7.5 20.5 0.7 4.5 3.6 8.5 1.3 6.6 0.9 14.0 (1.8) 13.2 17.6 13.5 7.4 3.0 0.4 14.0 (0.3) 9.7 13.9 (4.4) 10.0 0.0 (7.0) 5.7 4.3 (0.8) 4.1 0.1 (2.9) 6.1 4.7 (2.2) 1.4 4.9 (3.0) 4.4 3.1 (0.7) 5.3 2.8 3.9 1.9 (0.6) (7.0) (2.8) (4.2) (4.8) (1.1) (0.4) Source: U.S. Department of Commerce Bureau of Economic Analysis The U.S. economy grew during the fiscal year ended March 31, 2013. Although Hurricane Sandy which affected the east coast of the United States at the end of October 2012 adversely affected the rate of growth during the October-December 2012 period, the U.S. economy maintained a positive growth of 0.4% during the same period, reflecting strong consumption. Consumption, which accounts for approximately 70.9% of the U.S. real GDP, demonstrated consistent growth during the fiscal year ended March 31, 2013, mainly due to increase in purchasing activities resulting from higher residential property and equity prices. Government Consumption generally decreased during the fiscal year ended March 31, 2013. The positive growth of 3.9% in the July-September 2012 period was mainly attributable to the increase in the defense expenditure. Consumer Price Index for All Urban Consumers, or CPI-U, for all items increased by 1.5% before seasonal adjustment over the 12 months ended March 31, 2013. CPI-U, however, decreased by 0.4% in April 2013 followed by an increase of 0.1% in May 2013 from that of the preceding month on a seasonally adjusted basis. Housing prices showed signs of improvement during the fiscal year ended March 31, 2013. As of April 2013, the Federal Housing Finance Agency’s U.S. house price index exhibited a 15 consecutive month price increase in the purchase-only, seasonally adjusted index. With the FRB’s monetary easing policy and the purchase of mortgage-backed securities, the housing related statistics including the number of houses sold and the housing prices showed signs of recovery in the housing markets. 67 Stock prices in the United States have been fluctuating during the first half of the fiscal year ended March 31, 2013 but since mid-November 2012, U.S. stock prices have been improving, with the Dow Jones Industrial Average reaching a historical high price of 15,542.40, and the NASDAQ composite index reaching 3,532.04 on May 22, 2013. The stock prices have since remained volatile with the Dow Jones Industrial Average fluctuating between mid-14,000s and mid-15,000s and the NASDAQ composite index fluctuating between 3,200s and 3,500s. The following table sets forth U.S. unemployment rates on a month-on-month basis for the periods indicated: Apr. 2012 May 2012 Jun. 2012 Jul. 2012 Aug. 2012 Sep. 2012 Oct. 2012 Nov. 2012 Dec. 2012 Jan. 2013 Feb. 2013 Mar. 2013 Apr. 2013 May 2013 Jun. 2013 Unemployment Rate . . . . 8.1% 8.2% 8.2% 8.2% 8.1% 7.8% 7.9% 7.8% 7.8% 7.9% 7.7% 7.6% 7.5% 7.6% 7.6% Source: United States Department of Labor, Bureau of Labor Statistics, BLS Information Eurozone Economy The Eurozone economy remained weak during the fiscal year ended March 31, 2013. In September 2012, the European Central Bank, or the ECB, introduced Outright Monetary Transactions where the ECB will purchase the bonds from the markets. In July 2012, the ECB lowered its policy rate to 0.75%, and in May 2013, the ECB lowered the policy rate to 0.5%, the historical low level, to stimulate the Eurozone economy. The following table sets forth the growth rates of Eurozone real gross domestic product and its main expenditure components on a quarter-on-quarter basis for the periods indicated: 2010 2Q 3Q 4Q Gross Domestic Product . . . . . . . 1.0 0.4 0.4 Private Final Calendar Year 2011 2012 3Q 4Q 1Q 2Q 3Q 4Q (Unit: %) 2013 1Q 0.1 (0.3) (0.1) (0.2) (0.1) (0.6) (0.3) 1Q 0.7 2Q 0.2 Consumption . . . . . . . . . . 0.2 0.3 0.5 0.0 (0.5) 0.3 (0.8) (0.2) (0.5) (0.1) (0.6) 0.0 Gross Fixed Capital Formation . . . . . . . . . . . . 1.8 0.1 (0.6) 2.2 (0.4) (0.5) (0.6) (1.3) (1.8) (0.8) (1.5) (1.9) Government Final Consumption . . . . . . . . . . Exports . . . . . . . . . . . . . . . . Imports . . . . . . . . . . . . . . . . 0.1 4.5 4.1 0.4 1.9 1.3 0.0 2.0 1.8 (0.2) 1.8 1.5 0.0 0.5 (0.1) (0.1) 1.3 0.5 0.1 0.0 (1.4) (0.1) 0.8 0.0 (0.3) 1.5 0.3 0.0 (0.1) 0.8 (0.9) (1.2) 0.2 (0.2) (0.9) (1.2) Source: European Central Bank – Eurosystem Gross Domestic Product: Real GDP in the Eurozone economy showed negative growth during the fiscal year ended March 31, 2013. Consumption showed negative growth during the fiscal year ended March 31, 2013 mainly due to weak labor markets and the tight fiscal policies that the Eurozone countries introduced. The net exports were positive during the fiscal year ended March 31, 2013 because of smaller volume of imports reflecting lower demand for products generally within the Eurozone. The following table sets forth Eurozone unemployment rates on a month-on-month basis for the periods indicated: Unemployment Apr. 2012 May 2012 Jun. 2012 Jul. 2012 Aug. 2012 Sep. 2012 Oct. 2012 Nov. 2012 Dec. 2012 Jan. 2013 Feb. 2013 Mar. 2013 Apr. 2013 May 2013 Rate . . . . . . . . 11.2% 11.3% 11.4% 11.4% 11.5% 11.6% 11.7% 11.8% 11.9% 12.0% 12.1% 12.1% 12.1% 12.2% Source: European Central Bank – Eurosystem 68 The unemployment rate slowly increased during the fiscal year ended March 31, 2013, recording 12.1% as of March 2013. The unemployment rate remained the same in April 2013 and increased to 12.2% in May 2013, marking a historical high rate. Recent Developments We continue to pursue global growth opportunities, including opportunities to strengthen our business in Southeast Asia and expand the operation of Union Bank in the United States during the fiscal year ended March 31, 2013. We plan to continue to selectively review and consider growth opportunities that will enhance our global competitiveness. We will monitor regulatory developments and pursue prudent transactions that will create a strong capital structure to enable us to contribute to the real economy, both domestically and globally, as a provider of a stable source of funds and high quality financial services. In order to respond to the increasingly complex market and legal risks, we will continue to enhance our compliance and internal control frameworks. Share Tender Agreement with GE Capital Regarding Bank of Ayudhya On July 2, 2013, BTMU entered into a share tender agreement with GE Capital regarding GE Capital’s shareholding in Bank of Ayudhya Public Company Limited, or Krungsri, in Thailand. Under the agreement, BTMU will launch a voluntary tender offer for the Krungsri shares at THB 39 per shares upon satisfaction of regulatory and corporate approvals and other conditions. GE Capital has agreed to tender all of the shares it holds in Krungsri, constituting approximately 25.33% of the total outstanding shares of Krungsri, in the tender offer. There is no minimum or maximum acceptance condition for the tender offer. BTMU aims to launch the tender offer in November 2013 and close the transaction in December 2013. If BTMU acquires expected maximum of approximately 75% of Krungsri’s total outstanding shares through the tender offer based on the assumption that the shares held by Ratanarak Group, which is a group of existing major shareholders in Krungsri holding approximately 25% of the total outstanding shares of Krungsri, will not be tendered in the tender offer, the total purchase price will be approximately ¥560 billion based on the currency exchange rate of ¥3.16 to the Thai baht. Krungsri, which was established in 1945, is the fifth-largest commercial bank in Thailand in terms of assets. Krungsri provides banking, consumer finance, investment, asset management, and other financial products and services to individual consumers, SMEs, and large corporation through 601 branches and over 19,000 service outlets in Thailand. Through the contemplated strategic investment in Krungsri, BTMU aims to: (1) establish a full commercial banking platform in Thailand and respond to various customers’ needs with comprehensive financial services, (2) accelerate our Asian growth strategy through the expansion of retail and SME banking business along with further expansion of corporate banking business, (3) provide high-value financial services to a variety of clients by mutually complementing each other, namely the use of Krungsri’s local franchise and BTMU’s global expertise, retaining current solid operational platforms, and (4) accelerate expansion of business in Greater Mekong, which BTMU believes offers high growth potential driven by the establishment of ASEAN Economic Community (AEC) in 2015, by leveraging Krungsri as a platform. MUTB’s Acquisition of Butterfield Fulcrum Group In June 2013, MUTB entered into a stock purchase agreement to acquire FGL Lux Holdings, S.a r.l., a holding company of Butterfield Fulcrum Group headquartered in Bermuda. Butterfield Fulcrum Group is a global alternative fund administrator and services more than $100 billion of client assets. The acquisition is expected to be completed in the fall of 2013, subject to certain customary closing conditions, including approvals from the relevant authorities. Recent Regulatory Developments in the United States BTMU conducted a self-initiated internal investigation in 2007 of transactions involving countries subject to U.S. sanctions and reported the results of the investigation to the Office of Foreign Assets Control, or OFAC, of 69 the U.S. Department of the Treasury, the New York State Department of Financial Services, or DFS, and other relevant regulators in 2008. After a series of deliberations and consultations with them, BTMU agreed to make an approximately $8.6 million payment to OFAC in December 2012 to settle potential civil liability for apparent violations of certain U.S. sanctions regulations from 2006 to 2007. In June 2013, BTMU entered into a consent agreement with DFS to resolve issues relating to certain U.S. dollar payments that were routed through New York from 2002 to 2007. Under the terms of the agreement with DFS, BTMU made a civil monetary payment of $250 million to DFS and will retain an independent consultant to conduct a compliance review of the relevant controls and related matters in BTMU’s current operations. BTMU continues to cooperate closely with all relevant regulators and is undertaking necessary actions. For a detailed description of these and other recent regulatory and legal developments, see “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—We may become subject to regulatory actions or other legal proceedings relating to our transactions or other aspects of our operations, which could result in significant financial losses, restrictions on our operations and damage to our reputation.” Union Bank’s Acquisition of PB Capital Corporation’s Institutional Commercial Lending Portfolio In June 2013, Union Bank acquired PB Capital Corporation’s institutional commercial real estate lending division. Headquartered in New York, the commercial real estate lending division of PB Capital had approximately $3.5 billion in loans outstanding on properties in various U.S. major metropolitan areas as of June 14, 2013. Union Bank’s Agreement to Acquire Certain Assets of First Bank Association Bank Services In May 2013, Union Bank agreed to assume the deposits and acquire certain assets of First Bank Association Bank Services, a unit of First Bank, which provides a full range of services to homeowners associations and community management companies. The acquisition is subject to approval from banking regulators and other customary closing conditions, and is expected to be completed in the fall of 2013. Agreement to Invest in VietinBank In May 2013, BTMU acquired approximately 20% of the ordinary shares of Vietnam Joint Stock Commercial Bank for Industry and Trade, or VietinBank. VietinBank is one of the major Vietnamese state-owned commercial banks by asset size. BTMU’s acquisition of newly issued shares for approximately 15.5 trillion Vietnamese Dong (equivalent to approximately ¥74.9 billion based on the currency exchange rate of ¥0.005 to the Vietnamese Dong) resulted in BTMU becoming the second largest shareholder of VietinBank. In addition, BTMU has appointed two directors to the VietinBank board. As a result, VietinBank is accounted for under the equity method beginning in the six months ending September 30, 2013. UNBC’s Acquisition of Pacific Capital Bancorp In December 2012, UNBC completed its acquisition of Pacific Capital Bancorp, a bank holding company based in California, for $1.5 billion. Upon completion of the transaction, Union Bank acquired $3.8 billion in loans held for investment and $4.7 billion in deposits. Union Bank’s Acquisition of Smartstreet In October 2012, Union Bank acquired Smartstreet, formerly a division of Atlanta-based PNC Bank, N.A. with approximately $1.0 billion in deposits. Smartstreet provides banking services nationwide to homeowners associations and community association management companies in the United States. As a result of Union Bank’s acquisition, Smartstreet operates as a division of Union Bank, but retains its brand in the U.S. homeowner association market. 70 Exposures to Selected European Countries Several European countries, including Italy, Spain, Portugal, Ireland and Greece, have recently been experiencing severe weaknesses in their economic and fiscal situations in varying degrees of severity. We are closely monitoring our exposures in these countries. The following table sets forth information about our exposure on a consolidated basis, based on the aggregated exposure of BTMU, MUTB and MUSHD, which were the subsidiaries holding the exposure, as of March 31, 2013. The information in the table is categorized by counterparties, consisting of sovereign, non- sovereign financial institutions and non-sovereign non-financial institutions, and by type of financial instruments, which include loans, securities, derivatives and credit default swap, or CDS, protections (sold and bought). The securities exposure includes available-for-sale, held-to-maturity and trading securities. The information included in the table below is based on information compiled for internal risk management purposes only, and not for financial accounting purposes. The exposures are determined based on the country in which the borrower’s head office is located. However, in case of a subsidiary located in a country different from that in which its parent company is located, the country exposure is determined based on the country in which the subsidiary is located. At March 31, 2013 Loans (funded & unfunded) Securities(1) Derivatives(2) Italy . . . . . . . . . . . . . . . . . . . . . Sovereign . . . . . . . . . . . . . Financial Institutions . . . . Others . . . . . . . . . . . . . . . . Spain . . . . . . . . . . . . . . . . . . . . Sovereign . . . . . . . . . . . . . Financial Institutions . . . . Others . . . . . . . . . . . . . . . . Portugal . . . . . . . . . . . . . . . . . . Sovereign . . . . . . . . . . . . . Financial Institutions . . . . Others . . . . . . . . . . . . . . . . Ireland . . . . . . . . . . . . . . . . . . . Sovereign . . . . . . . . . . . . . Financial Institutions . . . . Others . . . . . . . . . . . . . . . . Greece . . . . . . . . . . . . . . . . . . . Sovereign . . . . . . . . . . . . . Financial Institutions . . . . Others . . . . . . . . . . . . . . . . $5.7 — 0.0 5.7 4.7 — 0.0 4.7 0.4 — 0.0 0.4 0.1 — — 0.1 0.0 — — 0.0 Total . . . . . . . . . . . . . . . . . . . . . Sovereign . . . . . . . . . . . . . Financial Institutions . . . . Others . . . . . . . . . . . . . . . . $10.9 — 0.0 10.9 $2.0 1.9 0.1 0.0 0.3 0.1 0.1 0.1 0.0 — 0.0 0.0 0.0 0.0 0.0 0.0 — — — — $2.3 2.0 0.2 0.1 $1.1 — 0.0 1.1 0.0 — 0.0 0.0 0.0 — — 0.0 0.0 — 0.0 0.0 — — — — $1.1 — 0.0 1.1 CDS protection sold(3) (in billions) $0.0 — 0.0 0.0 0.0 — 0.0 0.0 — — — — — — — — — — — — $0.0 — 0.0 0.0 Gross exposure (funded & unfunded) CDS protection bought Net exposure(4) $8.8 1.9 0.1 6.8 5.0 0.1 0.1 4.8 0.4 — 0.0 0.4 0.1 0.0 0.0 0.1 0.0 — — 0.0 $14.3 2.0 0.2 12.1 $0.6 — 0.0 0.6 0.3 — 0.0 0.3 0.1 — — 0.1 — — — — — — — — $1.0 — 0.0 1.0 $8.2 1.9 0.1 6.2 4.7 0.1 0.1 4.5 0.3 — 0.0 0.3 0.1 0.0 0.0 0.1 0.0 — — 0.0 $13.3 2.0 0.2 11.1 Notes: (1) Securities include securities being held to maturity, securities available for sale, and trading securities. Securities being held to maturity are shown at amortized cost, and securities available for sale and trading securities are shown at fair value. (2) Derivatives amounts represent current exposures, taking into consideration legally enforceable master netting agreements. (3) CDS protection amounts represent notional amounts. (4) Net exposure represents gross exposure (funded & unfunded), net of CDS protection bought. (5) To the extent financial instruments are originally denominated in currencies other than U.S. dollars, the exposure amounts have been translated into U.S. dollars at an internal exchange rate used for our internal risk management purposes as of March 31, 2013. 71 Based on information collected for internal risk management purposes as of March 31, 2013, our consolidated exposure to Italy, Spain, Portugal, Ireland and Greece, which consisted of the aggregate, on a gross basis, of the funded loans and unfunded commitments to, held-to-maturity, available-for-sale and trading securities issued by, derivatives exposures to, and credit default protection sold for exposures to, sovereign government entities of and financial institutions and other corporate entities located in these countries, that BTMU, MUTB and MUSHD held, was less than 1% of our total assets. As of March 31, 2013, other than BTMU, MUFG group companies had limited exposures to those European countries, except such other group companies’ exposures to sovereign bonds issued by those countries as discussed below. As of the same date, BTMU held no sovereign bonds issued by those European countries. As of March 31, 2013, we had a total balance of $2.0 billion of sovereign bonds of the European peripheral countries identified in the table above on a consolidated basis. Among these countries, we had no Portuguese or Greek government bonds as of March 31, 2013. Approximately three quarters of our Italian and Spanish government bonds were held in our trading accounts as of March 31, 2013. As of March 31, 2013, we had a total of $11.3 billion of exposures relating to the European peripheral countries identified in the table above, excluding sovereign bonds. These exposures mainly consisted of commercial loan exposures to corporations and structured finance transactions. Our exposures to Italy and Spain mainly related to the infrastructure sector, such as electricity, gas and telecommunications. Our loan-related exposures to financial institutions in those countries were limited and therefore not material. In addition to these exposures, we may also identify indirect exposures. Examples of indirect exposures include country risk exposures related to the collateral received on secured financing transactions. These indirect exposures are managed in the normal course of business through our credit, market and operational risk management framework. Critical Accounting Estimates Our consolidated financial statements included elsewhere in this Annual Report are prepared in accordance with U.S. 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 included elsewhere in this Annual Report 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 best 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 guidance: (1) the guidance on contingencies requires that losses be accrued when they are probable of occurring and can be estimated, and (2) the guidance on accounting by creditors for impairment of a loan requires that losses be accrued based on the difference between the loan balance, on the one hand, and the present value of expected future cash flows discounted at the loan’s original effective interest rate, the fair value of collateral or the loan’s observable market value, on the other hand. We divide our loan portfolio into the following segments—Commercial, Residential, Card and UNBC based on the segments used to determine the allowance for credit losses. We further divide the Commercial segment into classes based on initial measurement attributes, risk characteristics, and our approach to monitoring and 72 assessing credit risk. We determine the appropriate level of the allowance for credit losses for each of our loan portfolios by evaluating various factors and assumptions, such as the borrower’s credit rating, collateral value, historical loss experience, and probability of insolvency based on the number of actual delinquencies as well as existing economic conditions. We update these factors and assumptions on a regular basis and upon the occurrence of unexpected changes in the economic environment. For the Commercial and UNBC segments, our allowance for credit losses primarily consists of allocated allowances. The allocated allowance comprises (1) an allowance for individual loans specifically identified for evaluation, (2) an allowance for large groups of smaller-balance homogeneous loans, and (3) a formula allowance. The allocated allowance within the Commercial segment also includes an allowance for country risk exposure. The allowance for country risk exposure within the Commercial segment covers transfer risk which is not specifically covered by other types of allowance. Both the allowance for country risk exposure and the formula allowance are provided for performing loans that are not subject to either the allowance for individual loans specifically identified for evaluation or the allowance for large groups of smaller-balance homogeneous loans. The allowance for credit losses within the UNBC segment also includes an unallocated allowance which captures losses that are attributable to economic events in various industry or geographic sectors whose impact on our loan portfolio in this segment have occurred but have yet to be recognized in the allocated allowance. For the Residential and Card segments, the loans are smaller-balance homogeneous loans that are pooled by the risk ratings based on the number of delinquencies. We principally determine the allowance for credit losses based on the probability of insolvency, the number of actual delinquencies and historical loss experience. For all portfolio segments, key elements relating to the policies and discipline used in determining the allowance for credit losses are our credit classification and the related borrower categorization process. Each of these components is determined based on estimates subject to change when actual events occur. 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 allowance, we evaluate the probable loss by category of loan based on its type and characteristics. 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 and other financial instruments. This allowance is included in other liabilities. 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. Our actual losses could be more or less than the estimates. 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. For further information regarding our methodologies used in establishing the allowance for credit losses by portfolio segments and allowance for credit losses policies, see Note 1 to our consolidated financial statements included elsewhere in this Annual Report and “—B. Liquidity and Capital Resources—Financial Condition—Loan Portfolio.” For more information on our credit and borrower ratings, see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Credit Risk Management.” Impairment of Investment Securities U.S. GAAP requires the recognition in earnings of an impairment loss on investment securities for a decline in fair value that is other than temporary. Determination 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 73 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 equity security, we generally consider factors such as the ability and positive intent to hold the investments for a period of time sufficient to allow for any anticipated recovery in fair value. In addition, an other-than-temporary impairment is recognized in earnings for marketable equity securities when one of the following criteria is met: ‰ ‰ ‰ ‰ the fair value of investments is 20% or more below cost as of the end of the reporting period, due to the financial condition and near-term prospects of the issuer, the issuer is categorized as “Likely to become Bankrupt,” “Virtually Bankrupt” or “Bankrupt or de facto Bankrupt” status under the Japanese banking regulations, the fair value of the investment has been below cost for six months or longer, or the fair value of the securities is below cost and a decision has been made to sell the securities. For debt securities, an other-than-temporary impairment is recognized in earnings if we have an intent to sell a debt security or if it is more likely than not we will be required to sell the debt security before recovery of its amortized cost basis. When we do not intend to sell a debt security and if it is more likely than not that we will not be required to sell the debt security before recovery of its amortized cost basis, the credit component of an other-than-temporary impairment of the debt security is recognized in earnings, but the noncredit component is recognized in accumulated other comprehensive income. 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, are determined not to be impaired as the respective subsidiaries do not have an intention to sell the securities, or those subsidiaries are not more likely than not required to sell before recovery of their amortized cost basis. The determination of other-than-temporary impairment for certain debt securities held by UNBC, which primarily consist of residential mortgage-backed securities and certain asset-backed securities, is made on the basis of a cash flow analysis and monitoring of performance of such securities, as well as whether UNBC intends to sell, or is more likely than not required to sell, the securities before recovery of their amortized cost basis. Nonmarketable equity securities. Nonmarketable equity securities include unlisted preferred securities mainly issued by public companies as well as equity securities of companies that are not publicly traded or are thinly traded. The securities consist of cost-method investments, which are primarily carried at cost because their fair values are not readily determinable. For nonmarketable equity securities issued by public companies, such as preferred stock convertible to marketable common stock in the future, we estimate fair value using 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 repayments as appropriate, to determine if the investment is impaired in each reporting period. If the fair value of the investment is less than the cost of the investment, we proceed to evaluate whether the impairment is other than temporary. When the decline is other than temporary, those nonmarketable equity securities issued by public companies are written down to fair value estimated by commonly accepted valuation models. With respect to the other nonmarketable equity securities, we perform a test to determine whether any impairment indicator exists with respect to each cost-method investment in each reporting period. The primary method we use to identify impairment indicators is a comparison of our share in an investee’s net assets to the carrying amount of our investment in the investee. We also consider whether significant adverse changes in the 74 regulatory, economic or technological environment have occurred with respect to the investee. We periodically monitor the status of each investee including the credit ratings, which are generally updated once a year based on the annual financial statements of issuers. In addition, if an event that could impact the credit rating of an issuer occurs, we reassess the appropriateness of the credit rating assigned to the issuer in order to maintain an updated credit rating. If an impairment indicator exists, we estimate the fair value of the cost-method investment. If the fair value of the investment is less than the cost of the investment, we proceed to conduct the other-than- temporary impairment evaluation. When we determine that the decline is other than temporary, such remaining nonmarketable equity securities are written down to the estimated fair value, determined based on such factors as the ratio of our investment in the issuer to the issuer’s net assets and the latest transaction price, if applicable. Equity method investees. We determine whether loss on investments is other than temporary, through consideration of various factors, such as the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the investees, and the intent and ability to retain its investment in the investees for a period of time sufficient to allow for any anticipated recovery in the fair value. We also evaluate additional factors, such as the condition and trend of the economic cycle, and trends in the general market. 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. For further information on the amount of the impairment losses and the aggregate amount of unrealized gross losses on investment securities, see Note 3 to our consolidated financial statements included elsewhere in this Annual Report. Allowance for Repayment of Excess Interest We maintain an allowance for repayment of excess interest based on our estimate of the potential liability exposure. Our estimate of the potential liability exposure represents the estimated amount of claims for repayment of excess interest to be received in the future. We expect that any such claim will be made on the basis of a 2006 ruling of the Japanese Supreme Court, or the Ruling. Under the Ruling, lenders are generally required to reimburse borrowers for interest payments made in excess of the limits stipulated by the Interest Rate Restriction Law upon receiving claims for reimbursement, despite the then-effective provisions of the Law Concerning Lending Business that exempted a lender from this requirement if the lender provided required notices to the borrower and met other specified requirements, and the borrower voluntarily made the interest payment. While we have not entered into any consumer loan agreement after April 2007 that imposes an interest rate exceeding the limits stipulated by the Interest Rate Restriction Law, we need to estimate the number of possible claims for reimbursement of excess interest payments. To determine the allowance for repayment of excess interest, we analyze the historical number of repayment claims we have received, the amount of such claims, borrowers’ profiles, the actual amount of reimbursements we have made, management’s future forecasts, and other events that are expected to possibly affect the repayment claim trends in order to arrive at our best estimate of the potential liability. We believe that the provision for repayment of excess interest is adequate and the allowance is at the appropriate amount to absorb probable losses, so that the impact of future claims for reimbursement of excess interest will not have a material adverse effect on our financial position and results of operations. The allowance is recorded as a liability in Other liabilities. For further information, see Note 24 to our consolidated financial statements included elsewhere in this Annual Report and “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—Because of our 75 loans to consumers and our shareholdings in companies engaged in consumer lending, changes in the business or regulatory environment for consumer finance companies in Japan may further adversely affect our financial results.” Income Taxes 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 and the applicable income tax rates in future periods. In determining a valuation allowance, we perform a review of future reversals of existing taxable temporary differences, and future taxable income exclusive of reversing 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. 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 and assumptions on future income tax rates are also influential on the amount of the expiration of unused operating loss carryforwards since the Japanese corporate tax law permits operating losses to be deducted for a predetermined period generally no longer than seven years for losses generated prior to April 1, 2008 and nine years for losses generated in fiscal years ending after April 1, 2008. For further information on the amount of operating loss carryforwards and the expiration dates, see Note 7 to our consolidated financial statements included elsewhere in this Annual Report. Because the establishment of the valuation allowance is an inherently uncertain process involving estimates as discussed above, the currently established valuation allowance may not be sufficient. If the estimated valuation allowance is not sufficient, we will incur additional deferred tax expenses, which could materially affect our operating results and financial condition in future periods. Recognition and Measurement of Uncertain Tax Positions. We provide reserves for unrecognized tax benefits as required under the guidance on accounting for uncertainty in income taxes. In applying the guidance, we consider the relative risks and merits of positions taken in tax returns filed and to be filed, considering statutory, judicial, and regulatory guidance applicable to those positions. The guidance requires us to make assumptions and judgments about potential outcomes that lie outside of management’s control. To the extent that the tax authorities disagree with our conclusions, and depending on the final resolution of those disagreements, our effective tax rate may be materially affected in the period of final settlement with tax authorities. Accounting for Goodwill and Intangible Assets Accounting for Goodwill. U.S. 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 76 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 as a whole could be bought or sold in a current transaction between willing parties. For a reporting unit for which an observable quoted price is not available, the fair value is determined using an income approach. In the income approach, the present value of expected future cash flows is calculated by taking the net present value based on each reporting unit’s internal forecasts. A control premium factor is also considered in relation to market capitalization. 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 our consolidated statements of 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. A change in the estimation could have an impact on impairment recognition since it is driven by hypothetical assumptions, such as customer behavior and interest rate forecasts. The estimation is based on information available to management at the time the estimation is made. Accounting for Intangible Assets. Intangible assets are amortized over their estimated useful lives 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. We evaluate the remaining useful life of an intangible asset at each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. When the useful life of intangible assets not subject to amortization is no longer determined to be indefinite, such as when unanticipated competition enters a market, the intangible asset is amortized over the remaining period that it is expected to contribute to positive cash flows. During the year ended March 31, 2012, we reevaluated the useful lives of our intangible assets related to our customer relationships from fund contracts, which had been previously recorded as intangible assets not subject to amortization. Due to the global financial downturn, including the recent financial market disruption in Europe and the downgrade of the U.S. treasury bonds’ credit rating, the downward trend of customer assets under management, which was previously on an upward trend, is not expected to recover in the near future and therefore is no longer expected to support indefinite useful lives of the intangible assets associated with the customer relationships from fund contracts. As a result of the reevaluation, we reclassified our intangible assets related to the customer relationships of ¥42.2 billion from intangible assets not subject to amortization to those subject to amortization. For the details of these intangible assets, see Note 6 to our consolidated financial statements included elsewhere in this Annual Report. Accrued Severance Indemnities and Pension Liabilities We have defined retirement benefit 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 U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods, and affect our recognized net 77 periodic pension costs and accrued severance indemnities and pension obligations in future periods. 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 prices. We also evaluate input from our actuaries, as well as their reviews of asset class return expectations. Valuation of Financial Instruments We measure certain financial assets and liabilities at fair value. The majority of such assets and liabilities are measured at fair value on a recurring basis, including trading securities, trading derivatives and investment securities. In addition, certain other assets and liabilities are measured at fair value on a non-recurring basis, including held for sale loans which are carried at the lower of cost or fair value, collateral dependent loans and nonmarketable equity securities subject to impairment. We have elected the fair value option for certain foreign securities classified as available for sale, whose unrealized gains and losses are reported in income. The guidance on the measurement of fair value defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We have an established and documented process for determining fair value in accordance with the guidance. To determine fair value, we use quoted prices which include those provided from pricing vendors, where available. We generally obtain one price or quote per instrument and do not adjust it to determine fair value of the instrument. Certain asset-backed securities are valued based on non-binding quotes provided by independent broker-dealers where no or few observable inputs are available to measure fair value. We do not adjust such broker-dealer quotes to the extent that there is no evidence that would indicate that the quotes are not indicative of the fair values of the securities. We perform internal price verification procedures to ensure that the quotes provided from the independent broker-dealers are reasonable. Such verification procedures include analytical review of periodic price changes, comparison analysis between periodic price changes and changes of indices such as a credit default swap index, or inquiries regarding the underlying inputs and assumptions used by the broker-dealers such as probability of default, prepayment rate and discount margin. These verification procedures are periodically performed by independent risk management departments. For collateralized loan obligations, or CLOs, backed by general corporate loans, the fair value is determined by weighting the internal model valuation and the non-binding broker-dealer quotes. If quoted prices are not available to determine fair value of derivatives, the fair value is based upon valuation techniques that use, where possible, current market- based or independently sourced parameters, such as interest rates, yield curves, foreign exchange rates, volatilities and credit curves. The fair values of trading liabilities are determined by discounting future cash flows at a rate which incorporates our own creditworthiness. In addition, valuation adjustments may be made to ensure that the financial instruments are recorded at fair value. These adjustments include, but are not limited to, amounts that reflect counterparty credit quality, liquidity risk, and model risk. Our financial models are validated and periodically reviewed by risk management departments independent of divisions that created the models. For a further discussion of the valuation techniques applied to the material assets or liabilities, see Note 29 to our consolidated financial statements included elsewhere in this Annual Report. 78 Accounting Changes and Recently Issued Accounting Pronouncements See “Accounting Changes” and “Recently Issued Accounting Pronouncements” in Note 1 to our consolidated financial statements included elsewhere in this Annual Report. A. Operating Results Results of Operations The following table sets forth a summary of our results of operations for the fiscal years ended March 31, 2011, 2012 and 2013: Fiscal years ended March 31, 2011 2012 2013 Interest income(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,550.2 670.7 (in billions) ¥2,595.9 640.1 ¥2,427.5 556.4 Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,879.5 1,955.8 1,871.1 Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292.0 1,694.8 2,460.5 821.8 433.7 223.8 1,440.6 2,322.7 849.9 429.2 144.5 2,068.0 2,378.7 1,415.9 296.0 Net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . Net income (loss) attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . ¥ 388.1 (64.5) ¥ 420.7 4.5 ¥1,119.9 50.8 Net income attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . ¥ 452.6 ¥ 416.2 ¥1,069.1 Notes: (1) Interest income for the fiscal year ended March 31, 2012 includes a gain of ¥139.3 billion on the conversion rate adjustment of Morgan Stanley’s convertible preferred stock. For more information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. (2) Non-interest income for the fiscal year ended March 31, 2012 reflects an impairment loss of ¥579.5 billion on our investment in Morgan Stanley’s common stock resulting from a decline in the quoted price of Morgan Stanley’s common stock that we determined to be other than temporary in light of the increasingly stringent regulatory environment and the existing adverse economic events in Europe. For more information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. We reported net income attributable to Mitsubishi UFJ Financial Group of ¥1,069.1 billion for the fiscal year ended March 31, 2013, an increase of ¥652.9 billion from ¥416.2 billion for the fiscal year ended March 31, 2012. Our diluted earnings per common share (net income available to common shareholders of Mitsubishi UFJ Financial Group) for the fiscal year ended March 31, 2013 was ¥74.16, an increase of ¥46.07 from ¥28.09 for the fiscal year ended March 31, 2012. Income before income tax expense for the fiscal year ended March 31, 2013 was ¥1,415.9 billion, an increase of ¥566.0 billion from ¥849.9 billion for the fiscal year ended March 31, 2012. 79 Net Interest Income The following table is a summary of the interest rate spread for the fiscal years ended March 31, 2011, 2012 and 2013: Fiscal years ended March 31, 2011 2012 2013 Average balance Average rate Average balance Average rate Average balance Average rate (in billions, except percentages) Interest-earning assets: Domestic . . . . . . . . . . . . . . . . . . . . . . . ¥130,922.3 49,338.1 Foreign(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥180,260.4 Total 1.16% ¥130,856.7 2.08 53,322.4 1.41% ¥184,179.1 1.07% ¥134,759.6 2.24 59,064.7 1.41% ¥193,824.3 0.95% 1.95 1.25% Financed by: Interest-bearing liabilities: Domestic . . . . . . . . . . . . . . . . . . . . . . . ¥126,908.2 34,436.5 Foreign . . . . . . . . . . . . . . . . . . . . . . . . 161,344.7 . . . . . . . . . . . . . . . . . . . . . . 18,915.7 Non-interest-bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥180,260.4 Total Total 0.29% ¥130,916.6 34,504.0 0.87 165,420.6 0.42 18,758.5 — 0.37% ¥184,179.1 0.26% ¥135,974.9 37,424.6 0.88 173,399.5 0.39 20,424.8 — 0.35% ¥193,824.3 Interest rate spread . . . . . . . . . . . . . . . . . . . Net interest income as a percentage of total interest-earning assets . . . . . . . . . . . . . . . 0.99% 1.04% 1.02% 1.06% 0.21% 0.73 0.32 — 0.29% 0.93% 0.97% Note: (1) Interest income on foreign activities for the fiscal year ended March 31, 2012 includes a gain of ¥139.3 billion on the conversion rate adjustment of Morgan Stanley’s convertible preferred stock. For more information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. We use interest rate and other derivative contracts to manage the risks affecting the values of our financial assets and liabilities. Although these contracts are generally entered into for risk management purposes, a majority of them do not meet the specific conditions to qualify for hedge accounting under U.S. GAAP and thus are accounted for as trading assets or liabilities. Any gains or losses resulting from such derivative instruments are recorded as part of Trading account profits—net. Therefore, our net interest income for each of the fiscal years ended March 31, 2011, 2012 and 2013 was not materially affected by gains or losses resulting from such derivative instruments. For a detailed discussion of our risk management activities, see “—A. Operating Results—Results of Operations—Non-Interest Income” and “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk.” Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012 Net interest income for the fiscal year ended March 31, 2013 was ¥1,871.1 billion, a decrease of ¥84.7 billion from ¥1,955.8 billion for the fiscal year ended March 31, 2012. The higher interest income for the fiscal year ended March 31, 2012 reflected the one-time gain of ¥139.3 billion on the conversion rate adjustment of convertible preferred stock of Morgan Stanley. Exclusive of the one-time gain, net interest income for the fiscal year ended March 31, 2013 was ¥1,871.1 billion, an increase of ¥54.6 billion compared to the previous fiscal year, primarily due to a decrease in interest expense on deposits, short-term borrowings, and long-term debt reflecting the lower interest rate environment in the fiscal year ended March 31, 2013, and redemption of some of our subordinated bonds. Interest income decreased ¥168.4 billion to ¥2,427.5 billion for the fiscal year ended March 31, 2013 from ¥2,595.9 billion for the previous fiscal year. For the fiscal year ended March 31, 2013, compared to the previous fiscal year, interest income on activities in Japan decreased ¥124.7 billion and interest income on foreign activities decreased ¥43.8 billion. The decrease in interest income on activities in Japan was primarily due to 80 lower interest rates. The higher interest income on foreign activities for the fiscal year ended March 31, 2012 compared to the fiscal year ended March 31, 2013 reflected the one-time gain of ¥139.3 billion on the conversion rate adjustment of convertible preferred stock of Morgan Stanley. Interest expense also decreased ¥83.7 billion to ¥556.4 billion for the fiscal year ended March 31, 2013 from ¥640.1 billion for the previous fiscal year. For the fiscal year ended March 31, 2013, compared to the previous fiscal year, interest expense on activities in Japan decreased ¥50.8 billion and interest expense on foreign activities decreased ¥32.9 billion. The lower interest expense on activities in Japan was mainly due to lower interest rates and redemption of some of our subordinated bonds. The lower interest expense on foreign activities was mainly due to lower interest rates. The average interest rate spread (average interest rate for interest-earning assets minus average interest rate for interest-bearing liabilities) decreased 0.09 percentage points to 0.93% for the fiscal year ended March 31, 2013 from 1.02% for the previous fiscal year. For the fiscal year ended March 31, 2013 compared to the previous fiscal year, the average interest rate on interest-earning assets decreased 0.16 percentage points to 1.25% from 1.41%, while the average interest rate on interest-bearing liabilities decreased 0.07 percentage points to 0.32% from 0.39%, which resulted in the overall decrease in the average interest rate spread. The average interest rate spread on domestic activities decreased 0.07 percentage points to 0.74% for the fiscal year ended March 31, 2013 from 0.81% for the previous fiscal year as interest rates on interest-earning assets decreased at steeper rates than interest-bearing liabilities in the current near-zero interest rate environment. The average interest rate spread on foreign activities decreased 0.14 percentage points to 1.22% for the fiscal year ended March 31, 2013 from 1.36% for the previous fiscal year. Excluding the one-time gain on the conversion rate adjustment of Morgan Stanley’s convertible preferred stock, our average foreign interest rate spread would have improved primarily because we were able to effectively manage the yields on our interest-earning assets while interest rates on our interest-bearing liabilities decreased as market interest rates declined. In Japan, the Bank of Japan maintained its monetary easing policies and “zero interest rate” policy throughout the reporting period. As a result, the average interest rate on domestic interest-earning assets continued to decline while the average interest rate on domestic interest-bearing liabilities reached and remained at historically low levels. If the Bank of Japan continues to maintain its zero interest rate policy on its short-term policy interest rate as well as other monetary easing policies, our interest rate spread on domestic activities will likely continue to be under severe pressure. Moreover, if additional monetary easing policies are adopted in the United States and European countries, our interest rate spread on foreign activities may also be negatively impacted. Our interest rate spread may be affected by changes in long-term interest rates, which, for example, have been fluctuating to an increasing degree in Japan in recent periods due to wider fluctuations in long-term Japanese government bond prices. Average interest-earning assets for the fiscal year ended March 31, 2013 were ¥193,824.3 billion, an increase of ¥9,645.2 billion from ¥184,179.1 billion for the fiscal year ended March 31, 2012. Average domestic interest-earning assets for the fiscal year ended March 31, 2013 were ¥134,759.6 billion, an increase of ¥3,902.9 billion from ¥130,856.7 billion for the previous fiscal year, mainly due to increases in loans, trading account assets and investment securities. The increase in domestic loans was mainly due to an increase in loans to the national government and large corporations in the manufacturing industry. Average foreign interest-earning assets for the fiscal year ended March 31, 2013 were ¥59,064.7 billion, an increase of ¥5,742.3 billion from ¥53,322.4 billion for the previous fiscal year, mainly due to increases in loans and trading account assets. The increase in foreign loans was mainly due to an increase in loans at overseas branches of BTMU due to stronger demand, partially reflecting the improving general market conditions globally, and BTMU’s improved overseas market presence. The increase in foreign trading account assets was primarily due to an increase in the value of foreign bonds translated into Japanese yen resulting from the depreciation of the Japanese yen against other currencies towards the end of the fiscal year ended March 31, 2013, as well as an increase in trading derivative assets reflecting an increase in interest rate derivatives assets in foreign branches of our banking subsidiaries and an increase in interest rate swap trading in our securities subsidiaries outside of Japan. Despite the increase in the 81 average balance of interest-earning assets, the smaller average interest rate spread resulted in the decrease in our interest income for the fiscal year ended March 31, 2013 compared to the previous fiscal year. Average interest-bearing liabilities for the fiscal year ended March 31, 2013 were ¥173,399.5 billion, an increase of ¥7,978.9 billion from ¥165,420.6 billion for the fiscal year ended March 31, 2012. Average domestic interest-bearing liabilities for the fiscal year ended March 31, 2013 were ¥135,974.9 billion, an increase of ¥5,058.3 billion from ¥130,916.6 billion for the previous fiscal year, mainly due to increases in call money, funds purchased, and payables under repurchase agreements and securities lending transactions as well as deposits. The increase in domestic call money, funds purchased, and payables under repurchase agreements and securities lending transactions was mainly due to an increase in the volume of payables under repurchase agreement in our banking and securities subsidiaries. Average foreign interest-bearing liabilities for the fiscal year ended March 31, 2013 were ¥37,424.6 billion, an increase of ¥2,920.6 billion from ¥34,504.0 billion for the previous fiscal year, mainly due to an increase in the value of foreign currency-denominated deposits, reflecting the depreciation of the Japanese yen against other currencies towards the end of the fiscal year ended March 31, 2013. Despite the increase in the average balance of interest-bearing liabilities, the smaller average interest rate spread resulted in the decrease in our interest expense for the fiscal year ended March 31, 2013 compared to the previous fiscal year. Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011 Net interest income for the fiscal year ended March 31, 2012 was ¥1,955.8 billion, an increase of ¥76.3 billion from ¥1,879.5 billion for the fiscal year ended March 31, 2011. The increase in our net interest income mainly reflected the recognition as interest income of the ¥139.3 billion gain realized from the adjustment to the conversion rate associated with our conversion of Morgan Stanley’s preferred stock into Morgan Stanley’s common stock, and a decrease in the interest expense on deposits due to the impact of the low interest rate environment that continued throughout the fiscal year ended March 31, 2012. In Japan, the Bank of Japan maintained a “monetary easing policy” throughout the fiscal year ended March 31, 2012. Exclusive of the gain associated with the conversion of our Morgan Stanley’s preferred stock of ¥139.3 billion for the fiscal year ended March 31, 2012 and the related preferred dividends of ¥66.0 billion for the fiscal year ended March 31, 2011, net interest income was ¥1,816.5 billion, an increase of ¥3.0 billion compared to the previous fiscal year. Inclusive of the gain associated with the conversion of our Morgan Stanley’s preferred stock and the related preferred dividends, the average interest rate spread (average interest rate for interest-earning assets minus average interest rate for interest-bearing liabilities) increased 0.03 percentage points from 0.99% for the fiscal year ended March 31, 2011 to 1.02% for the fiscal year ended March 31, 2012. For the fiscal year ended March 31, 2012, the average rate on interest-bearing liabilities decreased from 0.42% to 0.39% mainly due to the lower average rate on domestic deposits. Exclusive of the gain associated with the conversion of our Morgan Stanley’s preferred stock of ¥139.3 billion for the fiscal year ended March 31, 2012 and the related preferred dividends of ¥66.0 billion for the fiscal year ended March 31, 2011, the average interest rate spread decreased 0.01 percentage point from 0.96% for the fiscal year ended March 31, 2011 to 0.95% for the fiscal year ended March 31, 2012. In particular, the average rate on domestic loans and domestic investment securities decreased because of the low interest environment in Japan, resulting in a tighter average interest rate spread. If the Bank of Japan continues to maintain its zero interest rate policy as well as other monetary easing policies, our interest rate spread on domestic loans will likely continue to be under severe pressure. Moreover, if additional monetary easing policies are adopted in the United States and European countries, our interest rate spread on foreign loans may also be negatively impacted. Average interest-earning assets for the fiscal year ended March 31, 2012 were ¥184,179.1 billion, an increase of ¥3,918.7 billion from ¥180,260.4 billion for the fiscal year ended March 31, 2011. This increase in average interest-earning assets was primarily attributable to an increase of ¥3,067.7 billion in domestic investment securities and an increase of ¥2,701.8 billion in foreign trading account assets, partially offset by a 82 decrease of ¥2,706.6 billion in domestic loans. The increase in investment securities was mainly due to an increase in our investment in Japanese national government and government agency bonds as part of our asset and liability management policy applicable to the yen-denominated deposited funds exceeding our net loans. The increase both in the average balance of and the average rate on investment securities resulted in an increase in our interest income in investment securities for the fiscal year ended March 31, 2012 by ¥62.0 billion compared to the prior fiscal year. Average interest-bearing liabilities for the fiscal year ended March 31, 2012 were ¥165,420.6 billion, an increase of ¥4,075.9 billion from ¥161,344.7 billion for the fiscal year ended March 31, 2011. This increase was mainly due to an increase of ¥2,473.4 billion in domestic other short-term borrowings and trading account liabilities and an increase of ¥2,018.3 billion in domestic call money, funds purchased, and payables under repurchase agreements and securities lending transactions, partially offset by a decrease of ¥885.2 billion in long- term debt. The increase in payables under repurchase agreements and securities lending transactions was mainly attributable to increases in repurchase and reverse repurchase transactions as our holdings of Japanese government bonds increased. The decrease in long-term debt was mainly due to a decrease in obligations under loan securitization transactions. Despite the increase in the average balance of interest-bearing liabilities, the decrease in the average rate resulted in a decrease in our interest expense for the fiscal year ended March 31, 2012 by ¥30.6 billion compared to the prior fiscal year. Provision for credit losses Provision for credit losses is charged to operations to maintain the allowance for credit losses at a level deemed appropriate by management. For more information on our provision for credit losses and a description of the approach and methodology used to establish the allowance for credit losses, see “—B. Liquidity and Capital Resources—Financial Condition—Loan Portfolio—Allowance policy.” Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012 The provision for credit losses for the fiscal year ended March 31, 2013 was ¥144.5 billion, a decrease of ¥79.3 billion from ¥223.8 billion for the fiscal year ended March 31, 2012. The provision for credit losses decreased ¥53.5 billion, ¥28.2 billion and ¥15.5 billion in our Commercial segment, Residential segment and Card segment, respectively. On the other hand, the provision for credit losses increased ¥17.9 billion in our UNBC segment. The decrease in the provision in the Commercial segment was mainly due to a reduction of provision for loans to smaller enterprises for the fiscal year ended March 31, 2013 compared to the fiscal year ended March 31, 2012, when the operating environment and outlook for such enterprises were more negative. The decrease in the provision in the Residential segment was mainly due to the decrease of provision rate as our collection and default rates improved in this segment. The provision for credit losses in our domestic loan portfolio was ¥115.7 billion, a decrease of ¥104.0 billion from ¥219.7 billion for the fiscal year ended March 31, 2012. The provision for credit losses in our foreign portfolio for the fiscal year ended March 31, 2013 was ¥28.8 billion, an increase of ¥24.7 billion compared to the provision for credit losses of ¥4.1 billion for the previous fiscal year. Although the significant improvement in the credit quality of UNBC’s loan portfolio resulted in a reversal of provision in the UNBC segment in the fiscal year ended March 31, 2012, the pace of improvement slowed in the fiscal year ended March 31, 2013, resulting in a provision for credit losses of ¥2.9 billion. Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011 Provision for credit losses for the fiscal year ended March 31, 2012 was ¥223.8 billion, a decrease of ¥68.2 billion from ¥292.0 billion for the fiscal year ended March 31, 2011. The provision for credit losses decreased ¥149.6 billion in our domestic loan portfolio and increased ¥81.4 billion in our foreign loan portfolio. 83 The decrease in the domestic portfolio was mainly due to a smaller increase in restructured residential mortgage loans for the fiscal year ended March 31, 2012 compared to the fiscal year ended March 31, 2011, when we experienced a higher than usual increase in such restructured residential mortgage loans. Domestic restructured residential loans, however, continued to increase, though at a reduced rate, in the fiscal year ended March 31, 2012. See “—B. Liquidity and Capital Resources—Financial Condition—Loan Portfolio—Nonaccrual and restructured loans and accruing loans contractually past due 90 days or more.” The provision for credit losses in our foreign portfolio for the fiscal year ended March 31, 2012 was ¥4.1 billion, compared to a reversal of provision for credit losses of ¥77.3 billion for the previous fiscal year. The reversal in the previous fiscal year was mainly due to a decrease in the provisions in UNBC and other overseas offices as a result of a slight recovery of the global market, particularly in the United States. Non-Interest Income The following table is a summary of our non-interest income for the fiscal years ended March 31, 2011, 2012 and 2013: Fiscal years ended March 31, 2011 2012 2013 (in billions) Fees and commissions income: 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total ¥ 100.5 142.5 58.5 146.6 22.2 138.9 22.6 27.5 51.9 64.3 130.4 222.5 1,128.4 260.7 ¥ 95.0 139.8 57.7 149.9 18.2 128.4 23.6 33.7 49.3 58.4 126.6 219.4 1,100.0 34.3 ¥ 92.5 137.3 58.9 149.7 16.7 156.0 28.0 33.6 49.1 55.4 130.0 253.7 1,160.9 (39.0) Trading account profits—net: Net profits (losses) on interest rate and other derivative contracts . . . . . . . . Net profits on trading account securities, excluding derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (3.1) 137.0 133.9 77.7 589.6 667.3 (82.7) 653.0 570.3 Investment securities gains—net: Net gains on sales of securities available for sale: Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147.0 87.4 142.9 34.1 185.9 64.8 Impairment losses on securities available for sale: Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in earnings (losses) of equity method investees—net . . . . . . . . . . . . . . . . Gains on sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (20.5) (115.6) 23.5 121.8 (113.0) 14.5 148.5 ¥1,694.8 (13.8) (176.1) 32.3 19.4 (499.4) 15.6 103.4 ¥1,440.6 (8.3) (113.5) 27.1 156.0 60.2 14.8 144.8 ¥2,068.0 84 Fees and commissions income Fees and commissions income is comprised of income from fees and commissions listed in the above table. Trust fees consist primarily of fees earned on fiduciary asset management and administration services for corporate pension plans, investment funds and other clients. Fees on funds transfer and service charges for collection are fees 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 withdrawal and other services relating to deposits such as checking account deposits. Fees and commissions on securities business include those on 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 commissions 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 on stock title transfers and agency services for the calculation and payment of dividends. Guarantee fees are fees 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 and commissions mentioned above. Net foreign exchange gains (losses) Net foreign exchange gains (losses) are comprised of foreign exchange gains (losses) on derivative contracts, foreign exchange gains (losses) on other than derivative contracts and foreign exchange gains (losses) related to the fair value option. Foreign exchange gains (losses) related to derivative contracts were net gains (losses) primarily on currency derivative instruments entered into for trading purposes. For the details of derivative contracts, see Note 21 to our consolidated financial statements included elsewhere in this Annual Report. Foreign exchange gains (losses) on other than derivative contracts include foreign exchange trading gains (losses) as well as 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. In principle, all transaction gains (losses) on translation of monetary assets and liabilities denominated in foreign currencies are included in current earnings. Foreign exchange gains (losses) related to the fair value option include transaction gains (losses) on translation into Japanese yen for securities under fair value option. For the details of the fair value option, see Note 29 to our consolidated financial statements included elsewhere in this Annual Report. Net trading accounts profit Trading account assets or liabilities are carried at fair value and changes in the value of trading account assets or liabilities are recorded in net trading account profits (losses). Activities reported in our net trading account profits (losses) can generally be classified into two categories: ‰ ‰ trading purpose activities, which are conducted mainly for the purpose of generating profits either through transaction fees or arbitrage gains and involve frequent and short-term selling and buying of securities, commodities or others; and trading account assets relating to application of certain accounting rules, which are generally not related to trading purpose activities, but simply classified as trading accounts due to application of certain accounting rules. Of the two categories, trading purpose activities represent a smaller portion of our trading account profits. We generally do not separate for financial reporting purposes customer originated trading activities from those with non-customer related, proprietary trading activities. When an order for a financial product is placed by 85 a customer, a dealer offers a price which includes certain transaction fees, often referred to as the “margin” to the market price. The margin is determined by considering factors such as administrative costs, transaction amount and liquidity of the applicable currency. Once the customer agrees to the offered price, the deal is completed and the position is recorded in our ledger as a single entry without any separation of components. To manage the risk relating to the customer side position, we often enter into the other side of transaction with the market. Unrealized gains and losses as of the period-end for both the customer side position and the market side position are recorded within the same trading account profits and losses. Net trading account profits are comprised of net profits (losses) on interest rate and other derivative contracts and net profits (losses) on trading account securities, excluding derivatives. Net profits (losses) on interest rate and other derivative contracts are reported for net profits (losses) on derivative instruments which relate to primarily trading purpose activities, primarily includes: ‰ ‰ Interest rate contracts: Interest rate contracts are mainly utilized to manage interest rate risks which could arise from mismatches between assets and liabilities resulting from customer originated trading activities; Equity contracts: Equity contracts are mainly utilized to manage the risk that would arise from price fluctuations of stocks held in connection with customer transactions; and ‰ Credit derivatives: Credit derivatives are mainly utilized as a part of our credit portfolio risk management. 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 profits (losses) on trading account securities, excluding derivatives, are comprised of net profits (losses) on trading account securities and net profits (losses) on trading account securities under the fair value option. Net profits (losses) on trading account securities primarily constitute gains and losses on trading and valuation of trading securities which relate to trading purpose activities. Investment securities held by certain consolidated variable interest entities are included in accordance with the applicable accounting treatments. Net profits (losses) on securities under the fair value option are classified into trading accounts profits (losses) in accordance with certain accounting treatments. For the details of the fair value option, see Note 29 to our consolidated financial statements included elsewhere in this Annual Report. Net investment securities gains Net investment securities gains (losses) primarily include net gains (losses) on sales of marketable securities, particularly debt securities and marketable equity securities that are classified as securities available for sale. In addition, impairment losses are recognized as an offset of net investment securities gains (losses) when management concludes that declines in fair value of investment securities are other than temporary. Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012 Non-interest income for the fiscal year ended March 31, 2013 was ¥2,068.0 billion, an increase of ¥627.4 billion from ¥1,440.6 billion for the fiscal year ended March 31, 2012. This increase was mainly attributable to net equity in earnings of equity method investees of ¥60.2 billion for the fiscal year ended March 31, 2013, compared to net equity in losses of equity method investees of ¥499.4 billion for the previous fiscal year, which included an other-than- temporary impairment loss on our investment in the common stock of Morgan Stanley. Other factors which contributed to the increase in non-interest income included a ¥136.6 billion increase in investment securities gains resulting from an increase in net gains on sales of securities available for sale and a decrease in impairment losses on securities available for sale. These increases were partially offset by a ¥97.0 billion decrease in trading account profits and ¥39.0 billion of net foreign exchange losses compared to net foreign exchange gains of ¥34.3 billion in the previous fiscal year. 86 Fees and commissions income Fees and commissions income for the fiscal year ended March 31, 2013 was ¥1,160.9 billion, an increase of ¥60.9 billion from ¥1,100.0 billion for the fiscal year ended March 31, 2012. This increase was partly due to an increase of ¥27.6 billion in fees and commissions from our securities business as a result of increased cross- selling, customer referral and other coordinated efforts between our banking and securities subsidiaries and an increase in our underwriting activity. Other fees and commissions also increased ¥34.3 billion mainly due to an increase in brokerage fees at our banking subsidiaries both in Japan and overseas. Net foreign exchange gains (losses) The following table sets forth the details of our foreign exchange gains and losses for the fiscal years ended March 31, 2012 and 2013: Foreign exchange gains (losses)—net: Net foreign exchange losses on derivative contracts . . . . . . . . . . . . . . . . . . . . . Net foreign exchange gains (losses) on other than derivative contracts . . . . . . . Net foreign exchange gains related to the fair value option . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal years ended March 31, 2012 2013 (in billions) ¥(94.9) 72.1 57.1 ¥ 34.3 (94.2) ¥ (2,130.7) 2,185.9 ¥ (39.0) Net foreign exchange losses for the fiscal year ended March 31, 2013 were ¥39.0 billion, compared to ¥34.3 billion of net foreign exchange gains for the fiscal year ended March 31, 2012. The Japanese yen depreciated rapidly against major foreign currencies, including the U.S. dollar, towards the end of the fiscal year ended March 31, 2013 and thus contributed to an increase in yen-denominated foreign exchange gains related to the fair value option. However, this increase was more than offset by an increase in foreign exchange losses on other than derivative contracts resulting from an increase in foreign exchange trading losses and higher foreign exchange translation losses on monetary liabilities denominated in foreign currencies, which we assumed when the Japanese yen was higher. Net trading account profits The following table sets forth the details of our trading account profits and losses for the fiscal years ended March 31, 2012 and 2013: Fiscal years ended March 31, 2012 2013 (in billions) Trading account profits—net: Net profits (losses) on interest rate and other derivative contracts Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net profits on trading account securities, excluding derivatives Trading account securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account securities under the fair value option . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥160.4 (46.8) (1.3) 1.6 (36.2) ¥ 77.7 ¥149.7 439.9 ¥589.6 ¥667.3 ¥ 121.4 (137.6) 3.8 (10.9) (59.4) ¥ (82.7) ¥ 341.2 311.8 ¥ 653.0 ¥ 570.3 87 Net trading account profits for the fiscal year ended March 31, 2013 were ¥570.3 billion, a decrease of ¥97.0 billion from ¥667.3 billion for the fiscal year ended March 31, 2012. The decrease in net trading account profits was largely due to a ¥160.4 billion decrease in net profits on interest rate and other derivative contracts, which in turn was primarily due to a ¥90.8 billion increase in net losses on equity contracts as a result of an increase in losses at our securities subsidiaries on short positions in equity index futures and to a ¥39.0 billion decrease in net profits on interest rate contracts as a result of losses on revaluation of interest rate swap contracts. These decreases were partially offset by a ¥63.4 billion increase in net profits on trading account securities, excluding derivatives, as a result of an increase in volume on trading transactions, reflecting an improvement in general market conditions. In particular, despite a decrease in net profits on trading account securities under the fair value option of ¥128.1 billion mainly due to a smaller increase in the value of foreign debt securities reflecting a smaller decrease in applicable interest rates, net profits on trading account securities, excluding derivatives, increased due to a ¥191.5 billion increase in net profits on trading account securities other than those under the fair value option, reflecting an increase in the volume of our securities trading activity. Net investment securities gains Net investment securities gains for the fiscal year ended March 31, 2013 were ¥156.0 billion, an increase of ¥136.6 billion from ¥19.4 billion for the fiscal year ended March 31, 2012. This increase was mainly due to a decrease of ¥62.6 billion in impairment losses on marketable equity securities, an increase of ¥43.0 billion in gains on sales of debt securities as a result of an increase in gains on sales of Japanese government bonds in the lower interest rate environment, and ¥30.7 billion of gains on sales of marketable equity securities as a result of an increase in gains on sales of domestic equity securities mainly due to an improvement in the domestic equity market. Net equity in earnings (losses) of equity method investees Net equity in earnings of equity method investees for the fiscal year ended March 31, 2013 was ¥60.2 billion, compared to net equity in losses of equity method investees of ¥499.4 billion for the previous fiscal year, which included an other-than-temporary impairment loss of ¥579.5 billion on our investment in Morgan Stanley’s common stock. For further information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011 Non-interest income for the fiscal year ended March 31, 2012 was ¥1,440.6 billion, a decrease of ¥254.2 billion from ¥1,694.8 billion for the fiscal year ended March 31, 2011. This decrease was mainly due to an impairment loss of ¥579.5 billion on our investment in Morgan Stanley’s common stock resulting from a decline in the quoted price of Morgan Stanley’s common stock that we determined to be other than temporary in light of the increasingly stringent regulatory environment and the existing adverse economic events in Europe. This was partially offset by an increase in gains on valuation of foreign currency denominated debt securities. Fees and commissions income Fees and commissions income for the fiscal year ended March 31, 2012 was ¥1,100.0 billion, a decrease of ¥28.4 billion from ¥1,128.4 billion for the fiscal year ended March 31, 2011. This decrease was primarily due to a decrease of ¥10.5 billion in fees and commissions from our securities business, reflecting the slowdown of the domestic market. The decrease in fees and commissions income was also due to decreases in trust fees, service charges on deposits, guarantee fees and fees from our investment funds business, reflecting a general decrease in the volume of these businesses. 88 Net foreign exchange gains The following table sets forth the details of our foreign exchange gains and losses for the fiscal years ended March 31, 2011 and 2012: Fiscal years ended March 31, 2011 2012 (in billions) Foreign exchange gains—net: Net foreign exchange gains (losses) on derivative contracts . . . . . . . . . . . . . . . Net foreign exchange gains on other than derivative contracts . . . . . . . . . . . . . Net foreign exchange gains (losses) related to the fair value option . . . . . . . . . ¥ 79.8 1,018.4 (837.5) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 260.7 ¥(94.9) 72.1 57.1 ¥ 34.3 Net foreign exchange gains for the fiscal year ended March 31, 2012 were ¥34.3 billion, compared to net foreign exchange gains of ¥260.7 billion for the fiscal year ended March 31, 2011. During the fiscal year ended March 31, 2012, fluctuations in the exchange rate between the Japanese yen and the U.S. dollar remained relatively small compared to the previous fiscal year. Net foreign exchange gains other than derivative contracts decreased from the previous fiscal year, mainly due to a decrease in translation gains on monetary liabilities denominated in foreign currencies. On the other hand, net foreign exchange gains (losses) related to the fair value option improved from the previous fiscal year, mainly due to translation gains on securities denominated in foreign currencies, which were acquired during periods of appreciation of the Japanese yen. Net trading account profits The following table sets forth the details of our trading account profits and losses for the fiscal years ended March 31, 2011 and 2012: Fiscal years ended March 31, 2011 2012 (in billions) Trading account profits—net: Net profits (losses) on interest rate and other derivative contracts Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net profits on trading account securities, excluding derivatives Trading account securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account securities under the fair value option . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (27.4) 20.8 2.1 (5.9) 7.3 ¥ (3.1) ¥ 68.4 68.6 ¥137.0 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥133.9 ¥160.4 (46.8) (1.3) 1.6 (36.2) ¥ 77.7 ¥149.7 439.9 ¥589.6 ¥667.3 Net trading account profits for the fiscal year ended March 31, 2012 were ¥667.3 billion, compared to ¥133.9 billion for the fiscal year ended March 31, 2011. The increase in net trading account profits was largely due to an increase in net profits on trading account securities, excluding derivatives. Net profits on trading account securities, excluding derivatives, are comprised of two items—net profits (losses) on trading account securities and net profits (losses) on trading account securities under the fair value option. Net profits on trading account securities under the fair value option increased to ¥439.9 billion for the fiscal year ended March 31, 2012 from ¥68.6 billion for the fiscal year ended March 31, 2011, mainly due to an increase in gains on valuation of foreign currency denominated debt securities. 89 On the other hand, we recorded net loss on equity contracts of ¥46.8 billion for the fiscal year ended March 31, 2012, compared to net profit on equity contracts ¥20.8 billion for the fiscal year ended March 31, 2011. Net loss was mainly due to valuation losses on equity futures and options reflecting the downward trend in the equity market. We, however, recorded net profit on interest rate contracts of ¥160.4 billion for the fiscal year ended March 31, 2012, compared to net loss on interest rate contracts of ¥27.4 billion for the fiscal year ended March 31, 2011, when our securities subsidiary recorded large losses on interest rate swap trading. Net investment securities gains Net investment securities gains for the fiscal year ended March 31, 2012 were ¥19.4 billion, a decrease of ¥102.4 billion from ¥121.8 billion for the fiscal year ended March 31, 2011. This decrease was mainly due to a decrease of ¥53.3 billion in gains on sales of marketable equity securities to ¥34.1 billion for the fiscal year ended March 31, 2012 from ¥87.4 billion for the previous fiscal year, and an increase of ¥60.5 billion in impairment losses on marketable equity securities to ¥176.1 billion for the fiscal year ended March 31, 2012 from ¥115.6 billion for the previous fiscal year, reflecting the weakness in the Japanese domestic stock prices following the Great East Japan Earthquake in March 2011. These factors were offset by a decrease in impairment losses on debt securities to ¥13.8 billion for the fiscal year ended March 31, 2012 from ¥20.5 billion for the fiscal year ended March 31, 2011, which reflected the low interest rate environment due to Japan’s long-stagnant economy and the monetary easing policy of the Bank of Japan. Net equity in losses of equity method investees Net equity in losses of equity method investees for the fiscal year ended March 31, 2012 was ¥499.4 billion, an increase of ¥386.4 billion from ¥113.0 billion for the fiscal year ended March 31, 2011. This increase was mainly due to an impairment loss of ¥579.5 billion on our investment in Morgan Stanley’s common stock resulting from a decline in the quoted price of Morgan Stanley’s common stock that we determined to be other than temporary in light of the increasingly stringent regulatory environment and the existing adverse economic events in Europe. This was partially offset by the improvement of ¥83.7 billion in equity in profits of equity method investees relating to our investments in the consumer finance industry. For further information, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report. Non-Interest Expense The following table shows a summary of our non-interest expense for the fiscal years ended March 31, 2011, 2012 and 2013: Fiscal years ended March 31, 2011 2012 2013 Salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy expenses—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outsourcing expenses, including data processing . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance premiums, including deposit insurance . . . . . . . . . . . . . . . . . . . . . . . . Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes and public charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for repayment of excess interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 864.0 162.5 212.5 194.8 99.7 220.0 26.6 113.9 53.0 65.9 85.7 361.9 (in billions) ¥ 900.1 150.8 204.7 191.1 94.8 212.2 31.0 115.4 49.3 65.6 — 307.7 ¥ 932.4 151.1 209.8 198.1 94.0 207.6 3.4 98.7 47.1 66.9 — 369.6 Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,460.5 ¥2,322.7 ¥2,378.7 90 Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012 Non-interest expense for the fiscal year ended March 31, 2013 was ¥2,378.7 billion, an increase of ¥56.0 billion from ¥2,322.7 billion for the previous fiscal year. This increase was mainly due to a ¥32.3 billion increase in salaries and employee benefits expenses reflecting an increase in the number of employees and larger employee retirement benefits at BTMU and a ¥61.9 billion increase in other non-interest expenses mainly due to realization of losses, which were previously recorded in foreign currency translation included in accumulated other comprehensive income, resulting from the deconsolidation of several overseas VIEs, and a ¥24.5 billion of civil monetary payment to DFS. These increases were partially offset by a ¥27.6 billion decrease in impairment of intangible assets and a ¥16.7 billion decrease in insurance premiums, including deposit insurance. Salaries and employee benefits Salaries and employee benefits for the fiscal year ended March 31, 2013 were ¥932.4 billion, an increase of ¥32.3 billion from ¥900.1 billion for the previous fiscal year. This increase was mainly due to an increase in the number of employees, larger retirement benefit expenses at BTMU, an increase in bonuses at MUMSS reflecting improved business performance and an increase in retirement benefit expenses at our trust banking subsidiaries. Impairment of intangible assets Impairment of intangible assets for the fiscal year ended March 31, 2013 was ¥3.4 billion, a decrease of ¥27.6 billion from ¥31.0 billion for the fiscal year ended March 31, 2012. This decrease mainly reflected impairment losses on intangible assets related to our trust banking and securities subsidiaries’ customer relationships from fund contracts for the fiscal year ended March 31, 2012, while we did not recognize significant impairment losses for the fiscal year ended March 31, 2013. Other non-interest expenses Other non-interest expenses for the fiscal year ended March 31, 2013 were ¥369.6 billion, an increase of ¥61.9 billion from ¥307.7 billion for the fiscal year ended March 31, 2012. This increase was mainly due to realization of losses, which were previously recorded in foreign currency translation included in accumulated other comprehensive income, resulting from the deconsolidation of several overseas VIEs, and a ¥24.5 billion, or U.S.$250.0 million, civil monetary payment to DFS. For more information on the civil monetary payment, see “—Recent Developments.” Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011 Non-interest expense for the fiscal year ended March 31, 2012 was ¥2,322.7 billion, a decrease of ¥137.8 billion from ¥2,460.5 billion for the previous fiscal year. This decrease was mainly due to a decrease in provision for repayment of excess interest to nil for the fiscal year ended March 31, 2012 from ¥85.7 billion for the fiscal year ended March 31, 2011 and a decrease of ¥54.2 billion in other non-interest expenses to ¥307.7 billion for the fiscal year ended March 31, 2012 from ¥361.9 billion for the fiscal year ended March 31, 2011. Salaries and employee benefits Salaries and employee benefits for the fiscal year ended March 31, 2012 were ¥900.1 billion, an increase of ¥36.1 billion from ¥864.0 billion for the previous fiscal year. This increase was mainly due to an increase of additional retirement benefit expenses resulting from the implementation of an early retirement program by MUMSS and increases in retirement benefit expenses at our banking and trust banking subsidiaries. Fees and commission expenses Fees and commission expenses for the fiscal year ended March 31, 2012 were ¥204.7 billion, a decrease of ¥7.8 billion from ¥212.5 billion for the fiscal year ended March 31, 2011. The decrease reflected the overall decrease in transaction fees recorded in our banking subsidiary as transaction volume decreased. 91 Amortization of intangible assets Amortization of intangible assets for the fiscal year ended March 31, 2012 was ¥212.2 billion, a decrease of ¥7.8 billion from ¥220.0 billion for the fiscal year ended March 31, 2011. This was mainly due to an ongoing amortization of intangible assets such as core deposit intangibles, which represent a premium on a favorable and stable source of funds, under declining-balance method. Provision for repayment for excess interest Provision for repayment for excess interest for the fiscal year ended March 31, 2012 was nil, compared to ¥85.7 billion for the fiscal year ended March 31, 2011. We believe that we maintain an appropriate level of allowance for repayment of excess interest as of March 31, 2012. Other non-interest expenses Other non-interest expenses for the fiscal year ended March 31, 2012 were ¥307.7 billion, a decrease of ¥54.2 billion from ¥361.9 billion for the fiscal year ended March 31, 2011. This decrease was mainly due to the absence of impairment losses on the deposits with the Special Fund recorded in the fiscal year ended March 31, 2011 associated with a government-led loan restructuring program for failed housing-loan companies. For more information, see “Loans and Allowance for Credit Losses—Government-led Loan Restructuring Program” in Note 4 to our consolidated financial statements included elsewhere in this Annual Report. Income Tax Expense The following table shows a summary of our income tax expense for the fiscal years ended March 31, 2011, 2012 and 2013: Fiscal years ended March 31, 2011 2012 2013 Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined normal effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . (in billions, except percentages) ¥849.9 429.2 50.5% 40.6% ¥821.8 433.7 52.8% 40.6% ¥1,415.9 296.0 20.9% 38.0% Reconciling items between the combined normal effective statutory tax rates and the effective income tax rates for the fiscal years ended March 31, 2011, 2012 and 2013 are summarized as follows: Combined normal effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in taxes resulting from: Fiscal years ended March 31, 2011 2012 2013 40.6% 40.6% 38.0% Nondeductible expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign tax credits and payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lower tax rates applicable to income of subsidiaries . . . . . . . . . . . . . . . . . . Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Realization of previously unrecognized tax effects of subsidiaries . . . . . . . Nontaxable dividends received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax and interest expense for uncertainty in income taxes . . . . . . . . . . . . . . Expiration of loss carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of changes in tax laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 0.1 3.3 (0.6) 10.6 (3.7) (2.7) (1.5) 0.2 6.4 — (0.2) 0.2 0.1 (2.1) (0.5) 2.3 0.0 (3.4) 0.2 0.1 4.8 9.1 (0.9) 0.1 0.0 (0.8) (0.5) (7.3) (10.7) (2.3) 1.5 (0.1) 2.1 — 0.9 Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.8% 50.5% 20.9% 92 The effective income tax rate for the fiscal year ended March 31, 2013 was 20.9%, 17.1 percentage points lower than the combined normal effective statutory tax rate of 38.0%. This lower effective income tax rate primarily reflected the liquidation of a subsidiary, whose assets and operations we took over after the liquidation, and the realization of tax benefits from the temporary differences not previously recognized as part of deferred tax assets. For more information, see Note 7 to our consolidated financial statements included elsewhere in this Annual Report. The lower effective tax rate also reflected a ¥161.7 billion decrease in valuation allowance to ¥483.0 billion at March 31, 2013 from ¥644.7 billion at March 31, 2012. The valuation allowance was reduced to the extent that it was more likely than not that the deferred tax assets would be realized primarily because certain subsidiaries were considered to have returned to sustained profitability. The effective income tax rate of 50.5% for the fiscal year ended March 31, 2012 was 9.9 percentage points higher than the combined normal effective statutory tax rate of 40.6%. This higher effective income tax rate was primarily caused by changes in tax laws that mainly include an approximately 5% reduction in the effective statutory rate of corporate tax from 40.6% to 35.6%, which accounted for 9.1% of the difference between the combined normal effective statutory tax rate and the effective income tax rate. On November 30, 2011, the Japanese Diet enacted two tax related laws, namely “Amendment to the 2011 Tax Reform” and “Special Measures to Secure the Financial Resources to Implement the Restoration form The Great East Japan Earthquake.” The changes under the new laws include a limitation on the use of net operating loss carryforwards to 80% of taxable income, a two-year increase in the carryforward period of certain net operating loss carryforwards to a nine-year period, and an approximately 5% reduction in the effective statutory rate of corporate income tax from 40.6% to 35.6%. While the reduction in the effective statutory rate was effective for the fiscal year beginning on or after April 1, 2012, a temporary surtax levied on corporate income taxes to fund the earthquake recovery efforts caused the effective statutory rate of corporate income tax to be approximately 38.0% for the three year period between April 1, 2012 and March 31, 2015. The effective income tax rate of 52.8% for the fiscal year ended March 31, 2011 was 12.2 percentage points higher than the combined normal effective statutory tax rate of 40.6%. This higher effective income tax rate primarily reflected an increase in the valuation allowance against deferred tax assets which accounted for 10.6% of the difference between the combined normal effective statutory tax rate and the effective income tax rate. The valuation allowance increased ¥85.2 billion to ¥726.8 billion at March 31, 2011 from ¥641.6 billion at March 31, 2010, as a result of an additional valuation allowance related to operating loss carryforwards by certain subsidiaries that were no longer deemed to be “more likely than not” to be realized. Net income (loss) attributable to noncontrolling interests Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012 We recorded net income attributable to noncontrolling interests of ¥50.7 billion for the fiscal year ended March 31, 2013, compared to net income attributable to noncontrolling interests of ¥4.5 billion for the previous fiscal year. This increase was mainly due to an increase in net income recorded at MUMSS, in which MUFG has a 60% economic interest, in the fiscal year ended March 31, 2013. Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011 We recorded net income attributable to noncontrolling interests of ¥4.5 billion for the fiscal year ended March 31, 2012, compared to net loss attributable to noncontrolling interests of ¥64.5 billion for the previous fiscal year. This was mainly due to a decrease in net loss recorded at MUMSS in the fiscal year ended March 31, 2012. 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 in this Annual Report are based on the financial information 93 prepared in accordance with Japanese GAAP as adjusted in accordance with internal management accounting rules and practices. Accordingly, the format and information are not consistent with our consolidated financial statements prepared on the basis of U.S. GAAP. For example, operating profit does not reflect items such as a part of the provision for credit losses (primarily equivalent to the formula allowance under U.S. GAAP), foreign exchange gains (losses) and investment securities gains (losses). For information on a reconciliation of operating profit under the internal management reporting system to income before income tax expense shown on the consolidated statements of income, see Note 27 to our consolidated financial statements included elsewhere in this Annual Report. We do not use information on the segments’ total assets to allocate our resources and assess performance. Accordingly, business segment information on total assets is not presented. We operate our main businesses under an integrated business group system, which integrates the operations of BTMU, MUTB, MUMSS (through MUSHD), Mitsubishi UFJ NICOS and other subsidiaries in the following five areas—Retail, Corporate, Trust Assets, Global, and Global Markets. Operations that are not covered by the integrated business group system are classified under 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 businesses of BTMU, MUTB, MUMSS, Mitsubishi UFJ NICOS and other subsidiaries as well as retail product development, promotion and marketing in a single management structure. At the same time, this 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 corporate businesses, including commercial banking, investment banking, trust banking and securities businesses. Through the integration of these business lines, diverse financial products and services are provided to our corporate clients. This business group has clarified strategic domains, sales channels and methods to match the different growth stages and financial needs of our corporate clients. 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. This 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. Integrated Global Business Group—Covers businesses outside Japan, including commercial banking such as loans, deposits and cash management services, investment banking, retail banking, trust banking and securities businesses (with the retail banking and trust assets businesses being conducted through Union Bank), through a global network of more than 500 offices outside Japan to provide customers with financial products and services that meet their increasingly diverse and sophisticated financing needs. Union Bank is one of the largest commercial banks in California by both total assets and total deposits. Union Bank 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. Union Bank’s parent company is UNBC, which is a bank holding company in the United States. Global Markets—Covers asset and liability management and strategic investments of BTMU and MUTB, and sales and trading of financial products of BTMU, MUTB and MUSHD. Effective July 1, 2012, the Integrated Global Business Group and Global Markets started working jointly on some of the sales and trading businesses of MUSHD’s foreign subsidiaries as part of our efforts to strengthen the cooperation between BTMU and MUSHD of their markets businesses and to expand investor relationships while improving our trading capabilities to seize interest rate and foreign exchange market opportunities for loans and corporate bond transactions. Accordingly, during the year ended March 31, 2013, we began reporting a portion of the securities sales and trading businesses, which previously was presented within the Integrated Global Business Group, as part of Global Markets. 94 Other—Consists mainly of the corporate centers of MUFG, BTMU, MUTB and MUMSS. The elimination of duplicated amounts of net revenue among business segments is also reflected in Other. Effective April 1, 2012, we modified some of our managerial accounting methodologies, including redefining items to be included in Operating profit (loss), in order to integrate the managerial accounting methodologies among our group companies. Prior period business segment information has been reclassified to enable comparisons between the relevant amounts for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. For further information, see Note 27 to our consolidated financial statements included elsewhere in this Annual Report. The following table set forth our business segment information for the fiscal years ended March 31, 2011, 2012 and 2013: Integrated Retail Banking Business Group Integrated Corporate Banking Business Group Integrated Trust Assets Business Group Integrated Global Business Group Other than UNBC UNBC Total Global Markets Other Total (in billions) Fiscal year ended March 31, 2011: Net revenue: . . . . . . . . . . . . . . . . . . . Operating expenses . . . . . . . . . . . . . ¥1,302.2 953.5 ¥883.7 460.9 Operating profit (loss) . . . . . . . . . . . ¥ 348.7 ¥422.8 Fiscal year ended March 31, 2012: Net revenue: . . . . . . . . . . . . . . . . . . . Operating expenses . . . . . . . . . . . . . ¥1,225.9 911.2 ¥865.3 446.2 Operating profit (loss) . . . . . . . . . . . ¥ 314.7 ¥419.1 Fiscal year ended March 31, 2013: Net revenue: . . . . . . . . . . . . . . . . . . . Operating expenses . . . . . . . . . . . . . ¥1,206.5 912.6 ¥856.6 439.9 Operating profit (loss) . . . . . . . . . . . ¥ 293.9 ¥416.7 ¥148.2 87.8 ¥ 60.4 ¥140.1 87.3 ¥ 52.8 ¥138.8 88.3 ¥ 50.5 ¥310.6 176.6 ¥134.0 ¥365.7 195.4 ¥170.3 ¥466.8 245.8 ¥221.0 ¥267.2 173.3 ¥577.8 349.9 ¥587.7 130.5 ¥ 11.2 ¥3,510.8 2,132.5 149.9 ¥ 93.9 ¥227.9 ¥457.2 ¥(138.7) ¥1,378.3 ¥252.0 173.0 ¥617.7 368.4 ¥726.8 126.1 ¥ 5.3 ¥3,581.1 2,102.6 163.4 ¥ 79.0 ¥249.3 ¥600.7 ¥(158.1) ¥1,478.5 ¥288.5 205.4 ¥755.3 451.2 ¥761.6 140.5 ¥ (2.3) ¥3,716.5 2,208.9 176.4 ¥ 83.1 ¥304.1 ¥621.1 ¥(178.7) ¥1,507.6 Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012 Integrated Retail Banking Business Group Net revenue of the Integrated Retail Banking Business Group decreased ¥19.4 billion to ¥1,206.5 billion for the fiscal year ended March 31, 2013 from ¥1,225.9 billion for the fiscal year ended March 31, 2012. Net revenue of the Integrated Retail Banking Business Group mainly consists of domestic revenues from commercial banking operations, such as deposits and lending operations, and fees related to sales of investment products to retail customers, as well as fees of subsidiaries within the Integrated Retail Banking Business Group. The decrease in net revenue mainly reflected a decrease in income generated from funds deposited with us due to the impact of the declining interest rate environment that continued throughout the fiscal year ended March 31, 2013, and a decrease in income related to our group companies engaged in the consumer finance business reflecting a decrease in volume of consumer loans, partially offset by an increase in fees from sales of insurance and other investment products. Operating expenses of the Integrated Retail Banking Business Group increased ¥1.4 billion to ¥912.6 billion for the fiscal year ended March 31, 2013 from ¥911.2 billion for the fiscal year ended March 31, 2012. Operating profit of the Integrated Retail Banking Business Group decreased ¥20.8 billion to ¥293.9 billion for the fiscal year ended March 31, 2013 from ¥314.7 billion for the fiscal year ended March 31, 2012. 95 Integrated Corporate Banking Business Group Net revenue of the Integrated Corporate Banking Business Group decreased ¥8.7 billion to ¥856.6 billion for the fiscal year ended March 31, 2013 from ¥865.3 billion for the fiscal year ended March 31, 2012. Net revenue of the Integrated Corporate Banking Business Group mainly consists of domestic revenues from corporate lending and other commercial banking operations, investment banking and trust banking businesses in relation to corporate clients, as well as fees received by subsidiaries within the Integrated Corporate Banking Business Group. The decrease in net revenue was mainly due to a decrease in net interest income from deposits reflecting the low interest rate environment and the generally stagnant demand for loans from customers except for a few large corporate borrowers, partially offset by increases in investment banking business related to structured financing and asset finance business primarily due to increased cross-selling, customer referral and other coordinated efforts between our banking and securities subsidiaries. Operating expenses of the Integrated Corporate Banking Business Group were ¥439.9 billion for the fiscal year ended March 31, 2013, a decrease of ¥6.3 billion from ¥446.2 billion for the fiscal year ended March 31, 2012. Operating profit of the Integrated Corporate Banking Business Group decreased ¥2.4 billion to ¥416.7 billion for the fiscal year ended March 31, 2013 from ¥419.1 billion for the fiscal year ended March 31, 2012. Integrated Trust Assets Business Group Net revenue of the Integrated Trust Assets Business Group decreased ¥1.3 billion to ¥138.8 billion for the fiscal year ended March 31, 2013 from ¥140.1 billion for the fiscal year ended March 31, 2012. 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 investment trusts. The decrease in net revenue was mainly due to a decrease in the volume of our investment trust business affected by the market slowdown in the first half of the fiscal year ended March 31, 2013, partially offset by an increase in the volume of our global custody business. Operating expenses of the Integrated Trust Assets Business Group increased by ¥1.0 billion to ¥88.3 billion for the fiscal year ended March 31, 2013 from ¥87.3 billion for the fiscal year ended March 31, 2012. Operating profit of the Integrated Trust Assets Business Group decreased ¥2.3 billion to ¥50.5 billion for the fiscal year ended March 31, 2013 from ¥52.8 billion for the fiscal year ended March 31, 2012. Integrated Global Business Group Net revenue of the Integrated Global Business Group increased ¥137.6 billion to ¥755.3 billion for the fiscal year ended March 31, 2013 from ¥617.7 billion for the fiscal year ended March 31, 2012. Net revenue of the Integrated Global Business Group mainly consists of commercial banking businesses outside of Japan, including loan, deposit and cash management, investment banking, retail banking, trust banking and securities businesses. The increase in net revenue was mainly due to increases in interest income attribute to non-Japanese customers mainly in Asia and income from investment banking business especially in Europe and the United States. Operating expenses of the Integrated Global Business Group increased ¥82.8 billion to ¥451.2 billion for the fiscal year ended March 31, 2013 from ¥368.4 billion for the fiscal year ended March 31, 2012, reflecting the geographic expansion of our operations and an increase in regulatory costs for our banking business. Operating profit of the Integrated Global Business Group increased ¥54.8 billion to ¥304.1 billion for the fiscal year ended March 31, 2013 from ¥249.3 billion for the fiscal year ended March 31, 2012. 96 Global Markets Net revenue of Global Markets increased ¥34.8 billion to ¥761.6 billion for the fiscal year ended March 31, 2013 from ¥726.8 billion for the fiscal year ended March 31, 2012. This increase was mainly due to gains from our asset and liability management business, gains attributable to the sales and trading business, and profits from the overseas fixed income businesses of MUMSS. Operating expenses of Global Markets increased ¥14.4 billion to ¥140.5 billion for the fiscal year ended March 31, 2013 from ¥126.1 billion for the fiscal year ended March 31, 2012. Operating profit of the Global Markets increased ¥20.4 billion to ¥621.1 billion for the fiscal year ended March 31, 2013 from ¥600.7 billion for the fiscal year ended March 31, 2012. This increase was mainly due to the gains from our asset and liability management business. Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011 Integrated Retail Banking Business Group Net revenue of the Integrated Retail Banking Business Group decreased ¥76.3 billion to ¥1,225.9 billion for the fiscal year ended March 31, 2012 from ¥1,302.2 billion for the fiscal year ended March 31, 2011. Net revenue of the Integrated Retail Banking Business Group mainly consists of domestic revenues from commercial banking operations, such as deposits and lending operations, and fees related to sales of investment products to retail customers, as well as fees of subsidiaries within the Integrated Retail Banking Business Group. The decrease in net revenue reflected a decrease in deposit related income due to the impact of the low interest rate environment that continued throughout the fiscal year ended March 31, 2012, and a decrease in income related to our group companies engaged in the consumer finance business due to regulatory changes, partially offset by an increase in fees from sales of insurance and other investment products. Operating expenses of the Integrated Retail Banking Business Group decreased ¥42.3 billion to ¥911.2 billion for the fiscal year ended March 31, 2012 from ¥953.5 billion for the fiscal year ended March 31, 2011. This is mainly due to reductions in provisions for repayment of excess interest in our group consumer finance companies. Operating profit of the Integrated Retail Banking Business Group decreased ¥34.0 billion to ¥314.7 billion for the fiscal year ended March 31, 2012 from ¥348.7 billion for the fiscal year ended March 31, 2011. Integrated Corporate Banking Business Group Net revenue of the Integrated Corporate Banking Business Group decreased ¥18.4 billion to ¥865.3 billion for the fiscal year ended March 31, 2012 from ¥883.7 billion for the fiscal year ended March 31, 2011. Net revenue of the Integrated Corporate Banking Business Group mainly consists of domestic revenues from corporate lending and other commercial banking operations, investment banking and trust banking businesses in relation to corporate clients, as well as fees received by subsidiaries within the Integrated Corporate Banking Business Group. The decrease in net revenue was mainly due to a decrease in net interest income from deposits reflecting low interest rate environment and to weak demand for loans from customers, partially offset by an increase in investment banking business related to structured finance. Operating expenses of the Integrated Corporate Banking Business Group were ¥446.2 billion for the fiscal year ended March 31, 2012, a decrease of ¥14.7 billion from ¥460.9 billion for the fiscal year ended March 31, 2011. Operating profit of the Integrated Corporate Banking Business Group slightly decreased by ¥3.7 billion to ¥419.1 billion for the fiscal year ended March 31, 2012 from ¥422.8 billion for the fiscal year ended March 31, 2011. 97 Integrated Trust Assets Business Group Net revenue of the Integrated Trust Assets Business Group decreased ¥8.1 billion to ¥140.1 billion for the fiscal year ended March 31, 2012 from ¥148.2 billion for the fiscal year ended March 31, 2011. 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 investment trusts. The decrease in net revenue was mainly due to a decrease in volume of our investment trust business, partially offset by an increase in volume of our global custody business. Operating expenses of the Integrated Trust Assets Business Group decreased ¥0.5 billion to ¥87.3 billion for the fiscal year ended March 31, 2012 from ¥87.8 billion for the fiscal year ended March 31, 2011. Operating profit of the Integrated Trust Assets Business Group decreased ¥7.6 billion to ¥52.8 billion for the fiscal year ended March 31, 2012 from ¥60.4 billion for the fiscal year ended March 31, 2011. Integrated Global Business Group Net revenue of the Integrated Global Business Group increased ¥39.9 billion to ¥617.7 billion for the fiscal year ended March 31, 2012 from ¥577.8 billion for the fiscal year ended March 31, 2011. Net revenue of the Integrated Global Business Group mainly consists of business outside Japan, including commercial banking such as loans, deposits and cash management services, investment banking, retail banking, trust banking and securities businesses. The increase in net revenue was mainly due to an increase in interest income attribute to non- Japanese customers in Asia and investment banking business in Europe and the United States. Operating expenses of the Integrated Global Business Group increased ¥18.5 billion to ¥368.4 billion for the fiscal year ended March 31, 2012 from ¥349.9 billion for the fiscal year ended March 31, 2011. Operating profit of the Integrated Global Business Group increased ¥21.4 billion to ¥249.3 billion for the fiscal year ended March 31, 2012 from ¥227.9 billion for the fiscal year ended March 31, 2011. Global Markets Net revenue of Global Markets increased ¥139.1 billion to ¥726.8 billion for the fiscal year ended March 31, 2012 from ¥587.7 billion for the fiscal year ended March 31, 2011. This increase was mainly due to the gains from our asset liability management business and gains attributable to the sales and trading business of MUMSS. Operating expenses of Global Markets decreased ¥4.4 billion to ¥126.1 billion for the fiscal year ended March 31, 2012 from ¥130.5 billion for the fiscal year ended March 31, 2011. Operating profit of the Global Markets increased ¥143.5 billion to ¥600.7 billion for the fiscal year ended March 31, 2012 from ¥457.2 billion for the fiscal year ended March 31, 2011. This increase was mainly due to the gains from our asset liability management business. 98 Geographic Segment Analysis The table below sets forth our total revenue, income before income tax expense and net income (loss) attributable to Mitsubishi UFJ Financial Group on a geographic basis for the fiscal years ended March 31, 2011, 2012 and 2013. Assets, income and expenses attributable to foreign operations are allocated to geographical areas based on the domicile of the debtors and customers. For further information, see Note 28 to our consolidated financial statements included elsewhere in this Annual Report. Fiscal years ended March 31, 2011 2012 2013 (in billions) Total revenue (interest income and non-interest income): Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,969.0 ¥2,936.9 ¥3,016.0 Foreign: United States of America(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other areas(2) 431.1 238.7 470.9 135.3 192.8 290.5 450.6 165.7 426.4 256.5 585.5 211.1 Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,276.0 1,099.6 1,479.5 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥4,245.0 ¥4,036.5 ¥4,495.5 Income before income tax expense : Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 186.1 ¥ 498.1 ¥ 767.2 Foreign: United States of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other areas(2) Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164.5 108.1 232.1 131.0 635.7 (91.8) 139.4 227.4 76.8 351.8 98.8 96.5 317.1 136.3 648.7 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 821.8 ¥ 849.9 ¥1,415.9 Net income (loss) attributable to Mitsubishi UFJ Financial Group Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (103.0) ¥ 163.3 ¥ 499.1 Foreign: United States of America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other areas(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162.7 90.0 193.4 109.5 555.6 (119.8) 113.6 192.8 66.3 252.9 95.6 78.4 275.0 121.0 570.0 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 452.6 ¥ 416.2 ¥1,069.1 Notes: (1) For the fiscal year ended March 31, 2012, Total revenue of United States of America includes an other-than-temporary impairment loss of Morgan Stanley’s common stock. See Note 2 to our consolidated financial statements included elsewhere in this Annual Report for further details of an other-than-temporary impairment loss on Morgan Stanley’s common stock. (2) Other areas primarily include Canada, Latin America, the Caribbean and the Middle East. Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012 Domestic net income attributable to Mitsubishi UFJ Financial Group for the fiscal year ended March 31, 2013 was ¥499.1 billion, compared to net income of ¥163.3 billion for the fiscal year ended March 31, 2012. This was mainly due to a decrease in tax expenses resulting from a change in valuation allowance and the realization of previously unrecognized tax benefits of subsidiaries, as well as a decrease in expenses relating to provision for credit losses recorded in our banking subsidiaries. 99 Foreign net income attributable to Mitsubishi UFJ Financial Group for the fiscal year ended March 31, 2013 was ¥570.0 billion, an increase of ¥317.1 billion from ¥252.9 billion for the fiscal year ended March 31, 2012. This increase reflected a ¥579.5 billion other-than-temporary impairment loss on our investment in Morgan Stanley’s common stock recorded in the fiscal year ended March 31, 2012. Exclusive of this item, foreign net income attributable to Mitsubishi UFJ Financial Group for the fiscal year ended March 31, 2013 would have decreased ¥262.4 billion mainly due to a decrease in interest income from U.S. government bonds reflecting a decrease in the average balance during the fiscal year ended March 31, 2013. Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011 Domestic net income attributable to Mitsubishi UFJ Financial Group for the fiscal year ended March 31, 2012 was ¥163.3 billion, compared to net loss of ¥103.0 billion for the fiscal year ended March 31, 2011. This was mainly due to reductions in losses in our securities and consumer finance companies. Foreign net income attributable to Mitsubishi UFJ Financial Group for the fiscal year ended March 31, 2012 was ¥252.9 billion, a decrease of ¥302.7 billion from ¥555.6 billion for the fiscal year ended March 31, 2011. This was mainly due to a decrease in income from our overseas businesses in the United States, which included the other-than-temporary impairment loss related to our investment in Morgan Stanley’s common stock, partially offset by improvements in net trading gains and net interest income in Europe. Approximately three-quarters of foreign net income attributable to Mitsubishi UFJ Financial Group were attributable to Asia and Oceania excluding Japan, more than half of which was derived from China. Effect of Change in Exchange Rates on Foreign Currency Translation Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012 The average exchange rate for the fiscal year ended March 31, 2013 was ¥83.10 per U.S.$1.00, compared to the average exchange rate of ¥79.08 per U.S.$1.00 for the previous fiscal year. The average exchange rate for the conversion of the U.S. dollar financial statements of some of our foreign subsidiaries for the fiscal year ended December 31, 2012 was ¥79.82 per U.S.$1.00, compared to the average exchange rate for the fiscal year ended December 31, 2011 of ¥79.84 per U.S.$1.00. The change in the average exchange rate of the Japanese yen against the U.S. dollar and other foreign currencies had the effect of increasing total revenue by ¥39.9 billion, net interest income by ¥22.3 billion and income before income tax expense by ¥26.6 billion, respectively, for the fiscal year ended March 31, 2013. Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011 The average exchange rate for the fiscal year ended March 31, 2012 was ¥79.08 per U.S.$1.00, compared to the prior fiscal year’s average exchange rate of ¥85.72 per U.S.$1.00. The average exchange rate for the conversion of the U.S. dollar financial statements of some of our foreign subsidiaries for the fiscal year ended December 31, 2011 was ¥79.84 per U.S.$1.00, compared to the average exchange rate for the fiscal year ended December 31, 2010 of ¥87.81 per U.S.$1.00. The change in the average exchange rate of the Japanese yen against the U.S. dollar and other foreign currencies had the effect of decreasing total revenue by ¥100.8 billion, net interest income by ¥55.0 billion and income before income tax expense by ¥45.6 billion, respectively, for the fiscal year ended March 31, 2012. 100 B. Liquidity and Capital Resources Financial Condition Total Assets Our total assets as of March 31, 2013 were ¥230.56 trillion, an increase of ¥15.36 trillion from ¥215.20 trillion as of March 31, 2012. The increase in total assets mainly reflected increases in net loans of ¥6.24 trillion, trading derivative assets of ¥3.09 trillion, trading securities of ¥2.78 trillion, interest-earning deposits in other banks of ¥2.21 trillion, and receivables under resale agreement of ¥1.18 trillion. We have allocated a substantial portion of our assets to international activities. As a result, reported amounts are affected by changes in the exchange rate of the Japanese yen against the U.S. dollar and other foreign currencies. Foreign assets are denominated primarily in U.S. dollars. The following table shows our total assets as of March 31, 2012 and 2013 by geographic region based principally on the domicile of the obligors: Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign: United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other areas(1) Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At March 31, 2012 2013 (in trillions) ¥148.70 ¥152.00 28.46 18.62 12.41 7.01 66.50 30.73 23.22 15.94 8.67 78.56 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥215.20 ¥230.56 Note: (1) Other areas primarily include Canada, Latin America, the Caribbean and the Middle East. The Japanese yen amount of foreign currency-denominated assets increase as the relevant foreign exchange rates appreciated against the Japanese yen. For example, as of March 31, 2013 the exchange rate was ¥94.05 per U.S.$1.00, as compared with ¥82.19 as of March 31, 2012. This depreciation of the Japanese yen against the U.S. dollar and other foreign currencies between March 31, 2012 and March 31, 2013 resulted in a ¥7.53 trillion increase in the Japanese yen amount of our total assets as of March 31, 2013. 101 Loan Portfolio The following table sets forth our loans outstanding, before deduction of allowance for credit losses, at March 31, 2012 and 2013, based on the industry segment loan classifications as defined by the Bank of Japan for regulatory reporting purposes, which is not necessarily based on the use of proceeds: At March 31, 2012 2013 (in billions) Domestic: Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail Banks and other financial institutions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer ¥11,451.7 1,155.9 11,035.0 3,239.7 8,492.2 3,511.1 1,284.6 10,390.2 17,636.6 ¥11,767.4 1,056.3 11,143.8 2,881.7 8,330.6 3,622.0 1,314.5 12,191.5 17,132.3 Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,197.0 69,440.1 Foreign: Governments and official institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions(1)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 554.9 5,871.7 15,693.5 2,072.2 673.5 7,259.0 18,738.8 2,601.3 Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.192.3 29,272.6 Unearned income, unamortized premium—net and deferred loan fees—net . . . . . . . . . . . (91.1) (122.5) Total(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥92,298.2 ¥98,590.2 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 ¥46.6 billion and ¥35.3 billion at March 31, 2012 and 2013, respectively, which are carried at the lower of cost or estimated fair value. (3) The amount of loans previously reported for “Banks and other financial institutions” category within Foreign loans as of March 31, 2012 was restated from ¥4,722.6 billion to ¥5,871.7 billion. The amount of loans previously reported for “Commercial and industrial” category within Foreign loans as of March 31, 2012 was restated from ¥15,676.0 billion to ¥15,693.5 billion. The amount of loans previously reported for “Other” category within Foreign loans as of March 31, 2012 was restated from ¥3,238.8 billion to ¥2,072.2 billion. Loans are our primary use of funds. The average loan balance accounted for 47.4% of total interest-earning assets for the fiscal year ended March 31, 2012 and 48.0% for the fiscal year ended March 31, 2013. At March 31, 2013, our total loans were ¥98.59 trillion, an increase of ¥6.29 trillion from ¥92.30 trillion at March 31, 2012. Before unearned income, net unamortized premiums and net deferred loan fees, our loan balance at March 31, 2013 consisted of ¥69.44 trillion of domestic loans and ¥29.27 trillion of foreign loans, while the loan balance at March 31, 2012 consisted of ¥68.20 trillion of domestic loans and ¥24.19 trillion of foreign loans. The domestic loan balance increased 2% between March 31, 2012 and March 31, 2013. The increase was mainly due to an increase in loans to the government institutions, which are included in the other industries category. The loan demand from government institutions continued to increase because of the expanding government expenditures and reducing tax revenue. Although loans to the private sector also increased, there is less certainty in the loan demand in the domestic private sector. Loans to consumers continued to decline as a result of the continuing negative impact of the regulatory reforms in the consumer finance sector that limits lending to consumers and severe competition among lenders in the residential mortgage loan market in Japan. 102 Foreign loans increased 21% between March 31, 2012 and March 31, 2013, mainly due to the appreciation of the relevant foreign currencies against the Japanese yen. The amount of foreign loans based on their original currency also increased. In particular, loans in the United States have been growing strongly reflecting the economic recovery in the United States. Loans in other regions, including Europe and Asia, have been increasing as well, but the pace of growth appears to be slowing. Changes in the allowance for credit losses and provision for credit losses The following table shows a summary of the changes in the allowance for credit losses for the fiscal year ended March 31, 2011: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less—Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal year ended March 31, 2011 (in billions) ¥1,315.6 292.0 385.8 43.7 342.1 (25.0) Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,240.5 Note: (1) Others are principally comprised of gains or losses from foreign exchange translation. The following table shows a summary of the changes in the allowance for credit losses by portfolio segment for the fiscal years ended March 31, 2012 and 2013: Fiscal year ended March 31, 2012: Commercial Residential Card UNBC Total (in billions) Allowance for credit losses: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(1) ¥895.6 181.4 126.2 36.1 90.1 (2.6) ¥165.2 29.5 23.1 0.2 22.9 — ¥82.7 27.9 43.1 1.4 41.7 — ¥ 97.0 (15.0) 24.4 5.7 ¥1,240.5 223.8 216.8 43.4 18.7 (2.8) 173.4 (5.4) Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . ¥984.3 ¥171.8 ¥68.9 ¥ 60.5 ¥1,285.5 Fiscal year ended March 31, 2013: Commercial Residential Card UNBC Total (in billions) Allowance for credit losses: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 984.3 127.9 80.5 23.4 57.1 13.4 ¥171.8 1.3 16.3 0.4 15.9 — ¥68.9 12.4 32.1 2.7 29.4 — ¥60.5 2.9 15.6 5.2 10.4 5.4 ¥1,285.5 144.5 144.5 31.7 112.8 18.8 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,068.5 ¥157.2 ¥51.9 ¥58.4 ¥1,336.0 Note: (1) Others are principally comprised of gains or losses from foreign exchange translation. 103 The provision for credit losses for the fiscal year ended March 31, 2013 was ¥144.5 billion, a decrease of ¥79.3 billion from ¥223.8 billion for the fiscal year ended March 31, 2012. The provision for credit losses decreased ¥53.5 billion, ¥28.2 billion and ¥15.5 billion in our Commercial segment, Residential segment and Card segment, respectively. On the other hand, the provision for credit losses increased ¥17.9 billion in our UNBC segment. The decrease in the provision in the Commercial segment was mainly due to a reduction of provision for loans to smaller enterprises for the fiscal year ended March 31, 2013 compared to the fiscal year ended March 31, 2012, when the operating environment and outlook for such enterprises were more negative. The decrease in the provision in the Residential segment was mainly due to the decrease of provision rate as our historical collection/default rate improved in this segment. The provision for credit losses in our domestic loan portfolio was ¥115.7 billion, a decrease of ¥104.0 billion from ¥219.7 billion for the fiscal year ended March 31, 2012. The provision for credit losses in our foreign portfolio for the fiscal year ended March 31, 2013 was ¥28.8 billion, an increase of ¥24.7 billion compared to the provision for credit losses of ¥4.1 billion for the previous fiscal year. Although the significant improvement in the credit quality of UNBC’s loan portfolio resulted in a reversal of provision in the UNBC segment in the fiscal year ended March 31, 2012, the pace of improvement slowed in the fiscal year ended March 31, 2013 resulting in a provision for credit losses of ¥2.9 billion. For the fiscal year ended March 31, 2013, the ratio of the provision for the credit losses of ¥144.5 billion to the average loan balance of ¥93.04 trillion was 0.16%. The ratio of the provision for credit losses to the total average interest-earning assets for the same period of ¥193.82 trillion was 0.07%. Charge-offs for the fiscal year ended March 31, 2013 were ¥144.5 billion, a decrease of ¥72.3 billion from ¥216.8 billion for the fiscal year ended March 31, 2012. The charge-offs decreased ¥45.7 billion in the Commercial segment mainly due to a decrease in number of borrower bankruptcies during the fiscal year ended March 31, 2013. The total allowance for credit losses at March 31, 2013 was ¥1,336.0 billion, an increase of ¥50.5 billion from ¥1,285.5 billion at March 31, 2012, as we recorded a provision for credit losses of ¥144.5 billion while we had net charge-offs of ¥112.8 billion for the fiscal year ended March 31, 2013. For further information on our allowance for credit losses, see “—Allowance for credit losses” below. 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. We have divided our allowance for loan losses into four portfolio segments—Commercial, Residential, Card and UNBC. For the Commercial and UNBC segments, our allowance for credit losses primarily consists of allocated allowances. The allocated allowances comprise (1) an allowance for individual loans specifically identified for evaluation, (2) an allowance for large groups of smaller-balance homogeneous loans, and (3) a formula allowance. The allocated allowance within the Commercial segment also includes an allowance for country risk exposure. The allowance for country risk exposure within the Commercial segment covers transfer risk which is not specifically covered by other types of allowances. Both the allowance for country risk exposure and the formula allowance are provided for performing loans that are not subject to either the allowance for individual loans specifically identified for evaluation or the allowance for large groups of smaller-balance homogeneous 104 loans. The allowance for credit losses within the UNBC segment also includes an unallocated allowance which captures losses that are attributable to economic events in various industry or geographic sectors whose impact on our loan portfolio in this segment have occurred but have yet to be recognized in the allocated allowance. For the Residential and Card segments, the loans are smaller-balance homogeneous loans that are pooled by the risk ratings based on the number of delinquencies. For all portfolio segments, key elements relating to the policies and discipline used in determining the allowance for credit losses are our credit classification and related borrower categorization process. Each of these components is determined based on estimates subject to change when actual events occur. For more information on our credit and borrower ratings, see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Credit Risk Management.” For more information on our methodologies used to estimate the allowance for each portfolio segment, see “Summary of Significant Accounting Policies” in Note 1 to our consolidated financial statements included elsewhere in this Annual Report, and “—Critical Accounting Estimates—Allowance for Credit Losses” above. During the fiscal year ended March 31, 2013, there was no significant change in our general allowance policy, which affected our allowance for credit losses for the period, resulting from directives, advice or counsel from governmental or regulatory bodies. Allowance for credit losses Allowance for credit losses and recorded investment in loans by portfolio segment at March 31, 2012 and 2013 are shown below: At March 31, 2012: Allowance for credit losses: Commercial Residential Card UNBC Total (in billions) . . . . . . . . . Individually evaluated for impairment Collectively evaluated for impairment . . . . . . . . . Loans acquired with deteriorated credit quality . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ ¥ 705.8 245.9 32.6 984.3 ¥ ¥ 101.8 67.8 2.2 171.8 ¥ 47.4 21.2 0.3 ¥ 68.9 ¥ ¥ 5.3 53.9 1.3 60.5 ¥ 860.3 388.8 36.4 ¥ 1,285.5 Loans: . . . . . . . . . Individually evaluated for impairment Collectively evaluated for impairment . . . . . . . . . Loans acquired with deteriorated credit quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total(1) ¥ 1,479.1 70,208.3 108.6 ¥71,796.0 ¥ 321.1 15,246.3 19.5 ¥15,586.9 ¥145.8 597.6 14.5 ¥757.9 ¥ 44.5 4,087.3 70.1 ¥4,201.9 ¥ 1,990.5 90,139.5 212.7 ¥92,342.7 At March 31, 2013: Commercial Residential Card UNBC Total Allowance for credit losses: . . . . . . . . . Individually evaluated for impairment Collectively evaluated for impairment . . . . . . . . . Loans acquired with deteriorated credit quality . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 784.8 248.8 34.9 ¥ 1,068.5 ¥ ¥ 117.6 37.4 2.2 157.2 ¥ 37.9 13.8 0.2 ¥ 51.9 ¥ ¥ 3.6 54.7 0.1 58.4 ¥ 943.9 354.7 37.4 ¥ 1,336.0 (in billions) Loans: . . . . . . . . . Individually evaluated for impairment Collectively evaluated for impairment . . . . . . . . . Loans acquired with deteriorated credit quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total(1) ¥ 1,677.2 75,771.9 101.3 ¥77,550.4 ¥ 309.4 14,874.6 17.2 ¥15,201.2 ¥123.5 534.9 13.2 ¥671.6 ¥ 54.2 5,099.4 100.6 ¥5,254.2 ¥ 2,164.3 96,280.8 232.3 ¥98,677.4 Note: (1) Total loans in the above table do not include loans held for sale and represent balances without adjustments in relation to unearned income, unamortized premiums and deferred loan fees. 105 The total allowance for credit losses at March 31, 2013 was ¥1,336.0 billion, an increase of ¥50.5 billion from ¥1,285.5 billion at March 31, 2012. This increase mainly reflected the increase in our total loan volume. In the Commercial segment, the increase in allowance for credit losses reflected the higher loan volume as well as the continuing deterioration of the credit quality of some of our domestic borrowers in the manufacturing industry and the wholesale and retail industry. In the Residential segment and the Card segment, improvements in our historical rate of delinquencies allowed us to decrease the applicable provision rates. Allowance for credit losses in the UNBC segment decreased despite the increase in total loans for the segment reflecting the improved credit quality of our borrowers in this segment mainly due to improvements in U.S. economic conditions. For more information, see “—Nonaccrual and restructured loans and accruing loans contractually past due 90 days or more,” “—Impaired loans and impairment allowance” and “—Credit quality indicator” below. The total allowance for credit losses represented 1.36% of our total loan portfolio at March 31, 2013, a decrease of 0.03 percentage points from 1.39% at March 31, 2012. The decrease in the ratio of the total allowance for credit losses to our total loan portfolio primarily reflected the improved credit quality of the loan portfolio of the Residential, UNBC and Card segments. The total allowance for the Commercial segment at March 31, 2013 was ¥1,068.5 billion, an increase of ¥84.2 billion from ¥984.3 billion at March 31, 2012. The total allowance for the Residential segment at March 31, 2013 was ¥157.2 billion, a decrease of ¥14.6 billion from ¥171.8 billion at March 31, 2012. The total allowance for the Card segment at March 31, 2013 was ¥51.9 billion, a decrease of ¥17.0 billion from ¥68.9 billion at March 31, 2012. The total allowance for the UNBC segment at March 31, 2013 was ¥58.4 billion, a decrease of ¥2.1 billion from ¥60.5 billion at March 31, 2012. 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 credit commitments, guarantees and standby letters of credit. This allowance is included in other liabilities. With regards to the specific allocated allowance for specifically identified credit exposures 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 ¥55.9 billion at March 31, 2013, a decrease of ¥4.6 billion from ¥60.5 billion at March 31, 2012. Sales of loans The following table presents comparative data relating to the principal amount of nonperforming loans sold and reversal of allowance for credit losses: Principal amount of loans(1) Allowance for credit losses(2) Loans, net of allowance (in billions) Reversal of allowance for credit losses For the fiscal year ended March 31, 2012 . . . . . . . . . . . . . . . . . . . . . For the fiscal year ended March 31, 2013 . . . . . . . . . . . . . . . . . . . . . ¥27.5 ¥37.9 ¥7.6 ¥3.5 ¥19.9 ¥34.4 ¥(6.4) ¥(3.1) 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. 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 fact that we recorded no additional cost during a reported period is not necessarily indicative of the results that we may record in the future. 106 In connection with the sale of loans, including performing loans, we recorded net gains of ¥16.3 billion and net gains of ¥14.3 billion for the fiscal years ended March 31, 2012 and 2013, respectively. Nonaccrual and restructured loans and accruing loans contractually past due 90 days or more Loans are generally placed in nonaccrual status when substantial doubt exists as to the full and timely collection of either principal or interest, when principal or interest is contractually past due one month or more with respect to loans within all classes of the Commercial segment, three months or more with respect to loans within the Card and UNBC segments, and six months or more with respect to loans within the Residential segment. Loans are classified as restructured loans when we grant a concession to borrowers for economic or legal reasons related to the borrowers’ financial difficulties. When we grant a concession to a borrower experiencing financial difficulties, we account for a loan restructuring as a troubled debt restructuring in accordance with the guidance on troubled debt restructuring by creditors. When the restructuring constitutes a troubled debt restructuring and the borrower was classified as “Likely to become Bankrupt” or “Legally/Virtually Bankrupt” in our internal borrower rating system and the loan was in nonaccrual status before the restructuring, the loan continues to be classified as a nonaccrual loan after the restructuring. On the other hand, if the loan was an accruing loan before the restructuring, the loan continues to be accruing after the restructuring. 107 For a more detailed discussion of nonaccrual, restructured and impaired loans, see “—Impaired loans and impairment allowance” below. 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, 2012 and 2013: 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total nonaccrual loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total accruing loans contractually past due 90 days or more . . . . . . . . . . . At March 31, 2012 2013 (in billions, except percentages) ¥ 200.1 40.1 127.8 86.0 238.0 7.8 33.4 49.2 288.4 1,070.8 119.0 1,189.8 ¥ 213.2 37.5 206.0 87.1 250.2 14.0 32.1 43.6 269.7 1,153.4 141.7 1,295.1 171.5 16.4 87.8 103.3 134.7 1.9 18.4 15.6 281.3 830.9 92.2 923.1 65.5 0.1 65.6 255.7 15.6 77.6 86.0 128.5 1.3 21.3 10.4 251.4 847.8 138.1 985.9 41.2 0.3 41.5 Total nonaccrual and restructured loans and accruing loans contractually past due 90 days or more . . . . . . . . . . . . . . . . . . . . . . ¥ 2,178.5 ¥ 2,322.5 Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥92,298.2 ¥98,590.2 Nonaccrual and restructured loans and accruing loans contractually past due 90 days or more, as a percentage of total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.36% 2.36% Note: (1) Foreign accruing loans contractually past due 90 days or more do not include ¥12.8 billion and ¥10.7 billion of FDIC covered loans held by UNBC which are subject to the guidance on loans and debt securities acquired with deteriorated credit quality at March 31, 2012 and 2013, respectively. 108 Nonaccrual and restructured loans and accruing loans contractually past due 90 days or more increased ¥144.0 billion to ¥2,322.5 billion at March 31, 2013 from ¥2,178.5 billion at March 31, 2012. The percentage of such nonperforming loans to the total loans remained unchanged at 2.36% between March 31, 2012 and March 31, 2013. Total nonaccrual loans were ¥1,295.1 billion at March 31, 2013, an increase of ¥105.3 billion from ¥1,189.8 billion at March 31, 2012. Domestic nonaccrual loans increased ¥82.6 billion between March 31, 2012 and March 31, 2013, mainly due to the downgrade of some large borrowers in the real estate category and the wholesale and retail category from “Normal” to “Likely to become Bankrupt” under our internal borrower ratings. Foreign nonaccrual loans increased ¥22.7 billion between March 31, 2012 and March 31, 2013, mainly due to the appreciation of the relevant foreign currency against the Japanese yen. Total restructured loans were ¥985.9 billion at March 31, 2013, an increase of ¥62.8 billion from ¥923.1 billion at March 31, 2012. The restructured loans set forth in the above table are current in accordance with the applicable restructured contractual terms. Domestic restructured loans increased ¥16.9 billion to ¥847.8 billion at March 31, 2013 from ¥830.9 billion at March 31, 2012. In particular, restructured loans in the manufacturing category increased ¥84.2 billion, mainly due to the restructuring of loans to a large borrower in Japan that was adversely affected by increased global competition and sought restructuring of its outstanding loans to improve its liquidity and capital position. This increase was partially offset by a ¥29.9 billion decrease in restructured loans in the consumer category and a ¥17.3 billion decrease in restructured loans in the service category. Foreign restructured loans increased ¥45.9 billion to ¥138.1 billion at March 31, 2013 from ¥92.2 billion at March 31, 2012, primarily due to the appreciation of the relevant foreign currency against the Japanese yen. Impaired loans and impairment allowance The following table shows information about impaired loans by class at March 31, 2012 and 2013: At March 31, 2012 Recorded Loan Balance Requiring an Impairment Allowance Not Requiring an Impairment Allowance(1) Commercial Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . . . . . . . . . . Communication and information services . . . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . Loans acquired with deteriorated credit quality . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,045.3 302.2 33.8 112.4 140.2 299.6 9.4 39.1 54.2 54.4 154.2 34.5 303.4 145.2 29.6 ¥279.4 56.3 22.0 51.0 36.4 69.1 0.3 12.5 8.9 22.9 0.2 0.1 23.5 1.6 14.9 Total (in billions) ¥1,324.7 358.5 55.8 163.4 176.6 368.7 Unpaid Principal Balance Related Allowance ¥1,387.0 376.4 60.5 176.5 182.0 375.5 ¥616.8 187.1 20.0 52.1 74.7 192.7 9.7 11.8 51.6 63.1 77.3 154.4 34.6 326.9 146.8 44.5 54.1 63.3 86.9 155.4 56.1 406.7 164.7 50.0 2.3 23.3 40.5 24.1 89.1 10.7 102.9 47.4 5.3 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,712.2 ¥319.7 ¥2,031.9 ¥2,219.9 ¥872.2 109 At March 31, 2013 Recorded Loan Balance Requiring an Impairment Allowance Not Requiring an Impairment Allowance(1) Unpaid Principal Balance Related Allowance Total (in billions) Commercial Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . Banks and other financial ¥1,158.9 400.9 35.6 139.2 122.8 309.9 institutions . . . . . . . . . . . . . . . . . . . 15.2 Communication and information services . . . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . Loans acquired with deteriorated credit quality . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.2 43.0 52.1 199.9 30.9 300.2 123.6 31.3 ¥318.0 55.8 16.9 100.6 37.8 62.3 ¥1,476.9 456.7 52.5 239.8 160.6 372.2 ¥1,537.2 475.9 59.4 247.7 166.5 380.3 ¥662.4 221.1 22.6 55.3 67.2 209.7 0.1 13.0 9.8 21.7 0.3 0.1 13.8 0.8 23.0 15.3 17.4 8.0 53.2 52.8 73.8 200.2 31.0 314.0 124.4 54.3 55.0 53.8 81.2 200.5 47.9 363.5 139.2 60.7 23.7 33.5 21.3 122.4 9.9 118.8 37.9 3.6 Total(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,844.8 ¥356.0 ¥2,200.8 ¥2,349.0 ¥955.0 Notes: (1) These loans do not require an allowance for credit losses because the fair values of the impaired loans equal or exceed the recorded (2) investments in the loans. In addition to impaired loans presented in the above table, there were loans held for sale that were impaired of ¥0.8 billion at March 31, 2013. 110 The following table shows information regarding the average recorded loan balance and recognized interest income on impaired loans for the fiscal years ended March 31, 2012 and 2013: Fiscal years ended March 31, 2012 2013 Average Recorded Loan Balance Recognized Interest Income Average Recorded Loan Balance Recognized Interest Income (in billions) Commercial Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . Communication and information services . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . . . . . . . . . Loans acquired with deteriorated credit quality . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,270.8 333.5 63.2 173.7 176.0 326.4 9.8 55.4 57.6 75.2 138.9 35.3 318.5 149.3 45.3 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,958.1 ¥21.4 5.7 1.4 2.5 3.2 5.2 0.1 1.2 0.9 1.2 1.0 2.0 6.5 6.9 1.4 ¥39.2 ¥1,414.3 418.4 54.7 198.1 170.0 376.0 11.5 51.9 58.1 75.6 172.5 33.0 320.2 135.6 46.9 ¥2,122.5 ¥24.0 7.0 1.2 2.7 3.2 6.2 0.2 1.0 1.3 1.2 2.5 2.0 6.0 6.5 1.8 ¥42.8 Impaired loans primarily include nonaccrual loans and restructured loans. We consider a loan to be impaired when, based on current information and events, it is probable that we will be unable to collect all of the scheduled payments of interest on and repayment of the principal of the loan when due according to the contractual terms of the loan agreement. We consider a loan to be a nonaccrual loan when substantial doubt exists as to the full and timely payment of interest on or repayment of the principal of the loan, which is a borrower condition that generally corresponds to borrowers in categories 13 and below in our internal rating system (which corresponds to “Likely to become Bankrupt,” “Virtually Bankrupt” and “Bankrupt or de facto Bankrupt” status under Japanese banking regulations). Substantially all nonaccrual loans are also impaired loans. We consider a loan to be a restructured loan when we grant concessions to the borrower when the borrower is facing financial difficulties. Concessions may include a reduction in the stated interest rate applicable to the loan, an extension of the stated maturity date of the loan, or a partial forgiveness of the principal of the loan. Substantially all of our restructured loans are considered troubled debt restructurings in accordance with the guidance on troubled debt restructuring by creditors, and they are also classified as impaired loans. For a discussion of the borrower categories, see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Credit Risk Management.” In many instances, we make a concession to a borrower that meets the definition of troubled debt restructuring when the loan is still accruing interest. We continue to accrue interest after the loan is restructured if the ultimate collectibility of all amounts contractually due on the restructured loan is not in doubt. If, however, we agree to a restructuring of a nonaccrual impaired loan, the loan generally continues to be classified as a nonaccrual loan following the restructuring because such borrowers will often continue to face financial difficulty. If the borrower is not delinquent under the restructured terms for at least one payment period and the 111 borrower can demonstrate that its business problems have been resolved or can be resolved in the near future, we may upgrade the borrower to category 12 or higher in our internal rating system (which corresponds to “Normal” and “Close Watch” status under the Japanese banking regulations). We generally consider borrower rating upgrades only in the context of our detailed internal credit rating review process, which is conducted once a year. Although we have not defined any minimum period to qualify for an upgrade, it is not common for a borrower to be able to demonstrate that its business problems have been resolved or can soon be resolved within a short period of time following a restructuring, if at all. If the borrower is upgraded to category 12 or higher in this process, the restructured loan would be reclassified to accrual status. In accordance with the guidance on troubled debt restructuring by creditors, once a restructured nonaccrual loan is deemed to be a troubled debt restructuring, we will continue to designate such loan as a troubled debt restructuring even if such loan is reclassified to accrual status. The difference between the total impaired loans and the total nonaccrual loans represents the amount of accruing restructured loans. For information on our troubled debt restructurings during the fiscal year ended March 31, 2013, see Note 4 to our consolidated financial statements included elsewhere in this Annual Report. Impaired loans increased ¥168.9 billion from ¥2,031.9 billion at March 31, 2012 to ¥2,200.8 billion at March 31, 2013, mainly due to an increase in the balance of impaired loans requiring an impairment allowance, which increased from ¥1,712.2 billion at March 31, 2012 to ¥1,844.8 billion at March 31, 2013. This was mainly due to the downgrade of some large borrowers in the real estate category from “Normal” to “Likely to become Bankrupt” under our internal borrower ratings, and the restructuring of loans to a large borrower in the manufacturing category. Impaired loans in the Residential segment and the Card segment, however, decreased between March 31, 2012 and March 31, 2013. The total related allowance was ¥955.0 billion at March 31, 2013, an increase of ¥82.8 billion from ¥872.2 billion at March 31, 2012. This increase reflected an increase of ¥34.0 billion in related allowance for the domestic manufacturing category in the Commercial segment, an increase of ¥17.0 billion in related allowance for the domestic wholesale and retail category in the Commercial segment and an increase of ¥33.3 billion in related allowance for the foreign-excluding UNBC category in the Commercial segment, partially offset by a decrease of ¥9.5 billion in related allowance for the Card segment. Credit quality indicator The following table sets forth credit quality indicators of loans by class at March 31, 2012 and 2013: At March 31, 2012: Commercial Normal Close Watch Likely to become Bankrupt or Legally/Virtually Bankrupt (in billions) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . Communication and information services . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . . . . . . . . . . . Loans acquired with deteriorated credit quality . . . . . . ¥46,609.9 10,140.0 901.4 9,366.6 2,713.3 7,434.2 3,065.6 1,137.2 10,185.3 1,666.3 18,779.1 32.7 ¥4,324.3 1,100.0 213.6 972.2 425.7 788.8 433.2 113.6 152.0 125.2 1,099.5 54.9 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥65,421.7 ¥5,478.7 ¥808.9 199.6 39.9 104.8 84.8 237.4 7.8 33.2 48.0 53.4 65.7 21.0 ¥895.6 112 Total(1) ¥51,743.1 11,439.6 1,154.9 10,443.6 3,223.8 8,460.4 3,506.6 1,284.0 10,385.3 1,844.9 19,944.3 108.6 ¥71,796.0 Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Quality Based on the Number of Delinquencies Accrual Nonaccrual Total(1) (in billions) ¥125.7 ¥115.3 ¥15,461.2 642.6 ¥ Credit Quality Based on Internal Credit Ratings(3)(4) ¥15,586.9 757.9 ¥ Accrual Nonaccrual Pass Special Mention Classified Total(1)(2) UNBC . . . . . . . . . . . . . . . . . . . . . . . . At March 31, 2013: ¥1,784.4 ¥24.0 (in billions) ¥2,104.7 Normal Close Watch ¥81.2 ¥74.8 Likely to become Bankrupt or Legally/Virtually Bankrupt (in billions) Commercial Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . Communication and information services . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . . . . . . . . . . . Loans acquired with deteriorated credit quality . . . . . . ¥48,099.4 10,062.4 797.5 9,570.1 2,417.7 7,297.2 3,239.7 1,183.3 11,951.4 1,580.1 22,341.0 31.0 ¥4,476.8 1,481.4 220.5 898.6 362.7 748.0 367.2 98.7 192.3 107.4 1,530.2 52.0 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥70,471.4 ¥6,059.0 ¥ 911.9 212.0 37.4 185.7 86.0 249.3 14.0 31.9 42.6 53.0 89.8 18.3 ¥1,020.0 ¥4,069.1 Total(1) ¥53,488.1 11,755.8 1,055.4 10,654.4 2,866.4 8,294.5 3,620.9 1,313.9 12.186.3 1,740.5 23,961.0 101.3 ¥77,550.4 Accrual Nonaccrual Total(1) Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Quality Based on the Number of Delinquencies (in billions) ¥133.4 ¥ 89.1 ¥15,067.8 582.5 ¥ Credit Quality Based on Internal Credit Ratings(3) ¥15,201.2 671.6 ¥ Accrual Nonaccrual Pass Special Mention Classified Total(1)(2) (in billions) UNBC . . . . . . . . . . . . . . . . . . . . . . . . ¥2,260.8 ¥31.3 ¥2,745.4 ¥69.5 ¥80.4 ¥5,187.4 Notes: (1) Total loans in the above table do not include loans held for sale. (2) Total loans of UNBC do not include FDIC covered loans and small business loans which are not individually rated totaling ¥132.8 billion and ¥66.9 billion at March 31, 2012 and 2013, respectively. The amount of excluded loans as of March 31, 2012 has been restated from ¥160.2 billion to ¥132.8 billion. We will be reimbursed for a substantial portion of any future losses on FDIC covered loans under the terms of the FDIC loss share agreements. See Note 2 to our consolidated financial statements included elsewhere in this Annual Report for more information on FDIC covered loans. (3) The amount of loans previously reported for “Criticized” within the UNBC segment was further divided into “Special mention” and “Classified” as of March 31, 2013, and that of March 31, 2012 was reclassified into these two categories as well to enable comparisons between the relevant amounts as of March 31, 2012 and 2013, respectively. (4) The amounts of loans previously reported for “Pass” and “Criticized” as of March 31, 2012 have been restated to include ¥20.7 billion and ¥6.7 billion, respectively, of loans that were not previously reported. We classify loans into risk categories based on relevant information about the ability of borrowers to service their debt, including, but not limited to, historical and current financial information, historical and current payment experience, credit documentation, public and non-public information about borrowers and current economic trends as deemed appropriate to each segment. 113 The primary credit quality indicator for loans within all classes of the Commercial segment is the internal credit rating assigned to each borrower based on our internal borrower ratings of 1 through 15 with the rating of 1 assigned to a borrower with the highest quality of credit. When assigning a credit rating to a borrower, we evaluate the borrower’s expected debt-service capability based on various information, including financial and operating information of the borrower as well as information on the industry in which the borrower operates, and the borrower’s business profile, management and compliance system. In evaluating a borrower’s debt-service capability, we also conduct an assessment of the level of earnings and an analysis of the borrower’s net worth. Based on the internal borrower rating, loans within the Commercial segment are categorized as Normal (internal borrower ratings of 1 through 9), Close Watch (internal borrower ratings of 10 through 12), and Likely to become Bankrupt or Legally/Virtually Bankrupt (internal borrower ratings of 13 through 15). Loans to borrowers categorized as Normal represent those that are not deemed to have collectibility issues. Loans to borrowers categorized as Close Watch represent those that require close monitoring as the borrower has begun to exhibit elements of potential concern with respect to its business performance and financial condition, the borrower has begun to exhibit elements of serious concern with respect to its business performance and financial condition, including business problems requiring long-term solutions, or the borrower’s loans are restructured loans or loans contractually past due 90 days or more for special reasons. Loans to borrowers categorized as Likely to become Bankrupt or Legally/Virtually Bankrupt represent those that have a higher probability of default than those categorized as Close Watch due to serious debt repayment problems with poor progress in achieving restructuring plans, the borrower being considered virtually bankrupt with no prospects for an improvement in business operations, or the borrower being legally bankrupt with no prospects for continued business operations because of non-payment, suspension of business, voluntary liquidation or filing for legal liquidation. For more information on our credit and borrower ratings, see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Credit Risk Management.” The accrual status is a primary credit quality indicator for loans within the Residential segment, the Card segment, and consumer loans within the UNBC segment. The accrual status of these loans is determined based on the number of delinquent payments. Commercial loans within the UNBC segment are categorized as either Pass or Criticized based on the internal credit rating assigned to each borrower. Criticized loans include those loans that are potentially weak, as the borrower has begun to exhibit deteriorating trends, well-defined weaknesses, which, if not corrected, could jeopardize the full satisfaction of the debt, and critical weaknesses that make full collection improbable on the basis of currently existing facts and conditions. For the Commercial, Residential and Card segments, credit quality indicators are based on information as of March 31. For the UNBC segment, credit quality indicators are generally based on information as of December 31. The ratio of loans classified as Close Watch or below in the Commercial segment increased 0.2 percentage points to 9.1% as of March 31, 2013 from 8.9% as of March 31, 2012. The increase was consistent with the increased volume of loans in the Manufacturing category and Foreign-excluding UNBC loans. Loans classified as Close Watch in the Manufacturing category increased ¥381.4 billion mainly due to a downgrade in credit rating of a large borrower that experienced financial difficulties due to intense international competition. Loans classified as Close Watch in Foreign-excluding UNBC increased due to downgrades in credit ratings of various small borrowers. The ratio of loans classified as Nonaccrual status in the Residential segment increased 0.1 percentage points to 0.9% as of March 31, 2013 from 0.8% as of March 31, 2012. Loans in the Nonaccrual status in the Residential segment increased ¥7.7 billion to ¥133.4 billion as of March 31, 2013, because we had smaller charge-offs in the segment during the fiscal year ended March 31, 2013 resulting in a larger amount of nonaccrual loans remaining in our loan balance. The ratio of loans classified as Nonaccrual status in the Card segment decreased 1.9 percentage points to 13.3% as of March 31, 2013 from 15.2% as of March 31, 2012 as a result of screening of borrowers that occurred subsequent to the regulatory reforms in the consumer finance sector. 114 The ratio of loans classified as Special mention or below and Nonaccrual in the UNBC segment decreased 0.9 percentage points to 3.5% as of March 31, 2013 from 4.4% as of March 31, 2012. The decrease reflected gradually improving economic conditions in the United States. Past due analysis Ages of past due loans by class at March 31, 2012 and 2013 are shown below: At March 31, 2012: Commercial 1-3 months Past Due Greater Than 3 months Total Past Due Current Total Loans(1)(2) (in billions) Recorded Investment> 90 Days and Accruing Domestic . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . . . . . . Communication and information services . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 36.5 3.9 1.9 6.6 3.7 10.2 ¥ 68.4 7.8 2.4 16.4 4.7 10.3 ¥104.9 11.7 4.3 23.0 8.4 20.5 ¥51,638.2 11,427.9 1,150.6 10,420.6 3,215.4 8,439.9 ¥51,743.1 11,439.6 1,154.9 10,443.6 3,223.8 8,460.4 ¥ 8.1 0.0 0.1 2.7 0.2 0.1 0.0 0.2 0.2 3,506.4 3,506.6 — 4.7 0.2 5.3 2.5 91.6 29.7 29.7 ¥190.0 5.9 9.6 11.1 26.6 57.9 46.7 23.0 ¥222.6 10.6 9.8 16.4 29.1 149.5 76.4 52.7 ¥412.6 1,273.4 10,375.5 1,828.5 19,915.2 15,417.9 667.0 4,075.4 ¥91,713.7 1,284.0 10,385.3 1,844.9 19,944.3 15,567.4 743.4 4,128.1 ¥92,126.3 0.0 0.0 5.0 — 56.5 — 0.1 ¥64.7 At March 31, 2013: Commercial 1-3 months Past Due Greater Than 3 months Total Past Due Current Total Loans(1)(2) (in billions) Recorded Investment> 90 Days and Accruing Domestic . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . . . . . . Communication and information services . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 45.9 7.0 2.1 5.3 12.2 10.1 ¥ 84.8 15.3 1.9 15.1 7.5 24.0 ¥130.7 22.3 4.0 20.4 19.7 34.1 ¥53,357.4 11,733.5 1,051.4 10,634.0 2,846.7 8,260.4 ¥53,488.1 11,755.8 1,055.4 10,654.4 2,866.4 8,294.5 ¥ 7.5 0.0 0.0 2.3 0.1 0.1 — 0.1 0.1 3,620.8 3,620.9 0.0 2.3 1.6 5.3 19.8 91.2 23.7 30.7 ¥211.3 2.8 6.8 11.3 17.7 55.1 39.8 18.0 ¥215.4 5.1 8.4 16.6 37.5 146.3 63.5 48.7 ¥426.7 1,308.8 12,177.9 1,723.9 23,923.5 15,037.7 594.9 5,102.9 ¥98,016.4 1,313.9 12,186.3 1,740.5 23,961.0 15,184.0 658.4 5,151.6 ¥98,443.1 0.0 0.0 5.0 0.2 32.9 — 0.1 ¥40.7 Notes: (1) Total loans in the above table do not include loans held for sale and loans acquired with deteriorated credit quality. (2) Total loans of UNBC do not include ¥3.7 billion and ¥2.0 billion of FDIC covered loans at March 31, 2012 and 2013, respectively, which are not subject to the guidance on loans and debt securities acquired with deteriorated credit quality. 115 Total past due loans at March 31, 2013 were ¥426.7 billion, an increase of ¥14.1 billion from ¥412.6 billion at March 31, 2012. This increase mainly reflected the increase in total past due loans in the domestic category of the Commercial segment especially as a result of the deterioration of the status of loans to borrowers in the wholesale and retail category. Such increase was partially offset by decreases in total past due loans in the segments other than Commercial decreased respectively. Investment Portfolio Our investment securities primarily comprise Japanese national government and Japanese government agency bonds, corporate bonds and marketable equity securities. Japanese national government and Japanese government agency bonds are mostly classified as securities available for sale. Our investment in Japanese national government and Japanese government agency bonds is a part of our asset and liability management policy with respect to investing the amount of yen-dominated funds exceeding our net loans. Our holding of Japanese national government and Japanese government agency bonds increased slightly, while the total assets increased due to increases in loans and trading securities, as a result, the percentage to our total assets decreased to 21.6% as of March 31, 2013 compared to 23.0% as of March 31, 2012. We also hold Japanese national government bonds which are classified as securities being held to maturity. Historically, we have held equity securities of some of our customers primarily for strategic purposes, in particular, to maintain long-term relationships with these customers. We are focused on reducing our investment in equity securities in order to reduce the price fluctuation risk in our equity portfolio from a risk management perspective and to respond to applicable regulatory requirements as well as increasing market expectation for us to reduce our equity portfolio. As of March 31, 2012 and March 31, 2013, the aggregate book value of our marketable equity securities under Japanese GAAP satisfied the requirements of the legislation prohibiting banks from holding equity securities in excess of their Tier 1 capital. Investment securities increased ¥0.83 trillion to ¥61.87 trillion as of March 31, 2013 from ¥61.04 trillion as of March 31, 2012, primarily due to an increase of ¥0.66 trillion in marketable equity securities reflecting strong equity markets and an increase of ¥0.60 trillion in Japanese national government and Japanese government agency bonds reflecting active investments made by our trust bank subsidiaries, partially offset by a decrease of ¥0.60 trillion in corporate bonds. Investment securities other than securities available for sale or being held to maturity, which are nonmarketable equity securities presented on our consolidated balance sheet as other investment securities, were primarily carried at cost of ¥0.89 trillion as of March 31, 2013 and ¥0.91 trillion as of March 31, 2012, respectively, because their fair values were not readily determinable. For the fiscal year ended March 31, 2013, losses resulting from impairment of investment securities were ¥124.2 billion, compared to ¥195.7 billion for the fiscal year ended March 31, 2012. 116 The following table shows information regarding the amortized cost, net unrealized gains (losses), and fair value of our investment securities available for sale and being held to maturity as of March 31, 2012 and 2013. At March 31, 2012 2013 Amortized cost Fair value Net unrealized gains (losses) Amortized cost Fair value Net unrealized gains (losses) (in billions) Securities available for sale: Debt securities: Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . . . . . ¥48,736.2 ¥48,882.6 Japanese prefectural and ¥ 146.4 ¥49,159.8 ¥49,480.0 ¥ 320.2 municipal bonds . . . . . . . . 173.0 180.8 7.8 207.2 217.1 9.9 Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . Mortgage-backed 953.4 2,460.3 971.2 2,526.6 17.8 66.3 701.5 1,868.6 716.3 1,922.9 14.8 54.3 securities . . . . . . . . . . . . . . Asset-backed securities(1) . . . Other debt securities . . . . . . . Marketable equity securities . . . . . 1,226.4 503.0 1.0 2,315.4 1,236.9 502.5 1.0 3,438.8 10.5 (0.5) — 1,123.4 1,464.3 813.3 109.4 2,224.1 1,493.0 810.7 106.7 4,097.4 28.7 (2.6) (2.7) 1,873.3 Total securities available for sale . . . . . ¥56,368.7 ¥57,740.4 ¥1,371.7 ¥56,548.2 ¥58,844.1 ¥2,295.9 Debt securities being held to maturity(2) . . . . . . . . . . . . . . . . . . . . . ¥ 2,385.4 ¥ 2,430.7 ¥ 45.3 ¥ 2,131.2 ¥ 2,188.1 ¥ 56.9 Notes: (1) AAA and AA-rated products account for approximately two-third of our asset-backed securities. (2) See Note 3 to our consolidated financial statements included elsewhere in this Annual Report for more details. Net unrealized gains on securities available for sale increased ¥924.2 billion to ¥2,295.9 billion as of March 31, 2013 from ¥1,371.7 billion as of March 31, 2012. This increase primarily consisted of a ¥749.9 billion increase in net unrealized gains on marketable equity securities reflecting the strong equity market conditions in Japan following the implementation of measures under the Japanese government’s new economic policy generally referred to “Abe-nomics” and measures under the Bank of Japan’s “quantitative and qualitative monetary easing” policy, and a ¥173.8 billion of net unrealized gains on Japanese national government and Japanese government agency bonds reflecting the decline in short-term interest rates. The amortized cost of securities being held to maturity decreased ¥254.2 billion between March 31, 2012 and March 31, 2013 mainly due to a ¥357.2 billion decrease in Japanese national government and Japanese government agency bonds, reflecting redemption of the bonds held by our trust bank subsidiaries without creating similar positions. This was partially offset by an increase in asset-backed securities, or ABS, invested in by our banking subsidiaries. 117 The following table shows information relating to our investment securities other than investment securities available for sale or being held to maturity as of March 31, 2012 and 2013: At March 31, 2012 2013 (in billions) Other investment securities: Nonmarketable equity securities Unlisted preferred securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities held by investment companies and brokers and dealers(3) . . . . . . . . . . . . ¥672 205 33 ¥728 136 26 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥910 ¥890 Notes: (1) These securities are mainly issued by public companies, including preferred stocks issued by Morgan Stanley, a preferred security issued by our non-consolidated funding vehicles, and other unlisted preferred securities issued by several Japanese public companies. Those securities are primarily carried at cost. (2) These securities are equity securities issued by unlisted companies other than unlisted preferred securities. Those securities are primarily carried at cost. (3) These investment securities are held by certain subsidiaries subject to specialized industry accounting principles for investment companies and brokers and dealers, and are measured at fair value. Other investment securities comprise nonmarketable equity securities, including unlisted preferred securities, and investment securities held by investment companies and brokers and dealers. Nonmarketable equity securities other than unlisted preferred securities consist primarily of equity securities issued by small and medium-sized unlisted companies in Japan. Investment securities held by certain subsidiaries subject to specialized industry accounting principles for investment companies and brokers and dealers, and carried at fair value were ¥33.4 billion and ¥25.9 billion as of March 31, 2012 and 2013, respectively. Cash and Due from Banks Cash and due from banks fluctuate significantly from day to day depending upon financial market conditions. Cash and due from banks as of March 31, 2013 was ¥3.62 trillion, an increase of ¥0.39 trillion from ¥3.23 trillion as of March 31, 2012. The increase was primarily due to an increase in cash on hand in banking subsidiaries and an increase amount of due from banks in overseas offices of our bank and trust bank subsidiaries. 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 as of March 31, 2013 were ¥8.11 trillion, an increase of ¥2.21 trillion from ¥5.90 trillion as of March 31, 2012. The average interest-earning deposits in other banks for the fiscal year ended March 31, 2013 by domestic offices increased ¥0.99 trillion reflecting an increase of interest-earning deposits in the Bank of Japan by domestic offices, while the average interest-earning deposits in other banks by overseas offices decreased ¥1.22 trillion for the same period. Trading Account Assets Trading account assets increased ¥5.88 trillion to ¥40.83 trillion as of March 31, 2013 from ¥34.95 trillion as of March 31, 2012. Trading securities as of March 31, 2013 were ¥26.18 trillion, an increase of ¥2.78 trillion from ¥23.40 trillion as of March 31, 2012. Trading derivative assets as of March 31, 2013 were ¥14.65 trillion, an increase of ¥3.09 trillion from ¥11.56 trillion as of March 31, 2012. The increase in trading securities was 118 mainly due to an increase in our long positions in Japanese national government bonds as we perceived bond market conditions to be relatively favorable towards the end of March 2013. The depreciation of the Japanese yen against other currencies having a positive effect on the translation of foreign currency denominated bonds into Japanese yen. These market conditions were created by the implementation of measures under the Japanese government’s economic policy generally referred to “Abe-nomics” and measures under the Bank of Japan’s “quantitative and qualitative monetary easing” policy. The increase in trading derivative assets was mainly due to an increase in interest rate derivatives assets in overseas branches of our banking subsidiaries and an increase in interest rate swap trading in our securities subsidiaries outside of Japan. Deferred Tax Assets Deferred tax assets decreased ¥0.44 trillion to ¥0.51 trillion at March 31, 2013 from ¥0.95 trillion at March 31, 2012. This decrease was primarily attributable to an increase in net unrealized gains on investment securities due to a recovery in the fair market value of these securities. Accounts Receivable Accounts receivable, which are included in other assets, decreased ¥0.69 trillion to ¥2.17 trillion as of March 31, 2013 from ¥2.86 trillion as of March 31, 2012, reflecting a decrease in accounts receivables related to securities transactions mainly in domestic offices of banking subsidiaries. Investment in Equity Method Investees Investment in equity method investees, which is included in other assets, increased ¥0.14 trillion to ¥1.27 trillion as of March 31, 2013 from ¥1.13 trillion as of March 31, 2012. The increase was mainly due to the depreciation of the Japanese yen against major foreign currencies, which increased the Japanese yen equivalent amount of foreign assets including our investment in Morgan Stanley, as well as the impact of the higher earnings of Morgan Stanley for the fiscal year ended March 31, 2013. The increases were partially offset by the divestiture of our investment in Ikeda-Senshu Holdings. For more information, see Note 14 to our consolidated financial statements included elsewhere in this Annual Report. Total Liabilities As of March 31, 2013, total liabilities were ¥219.62 trillion, an increase of ¥13.28 trillion from ¥206.34 trillion as of March 31, 2012. The total balance of deposits was ¥148.21 trillion as of March 31, 2013, an increase of ¥8.72 trillion from ¥139.49 trillion as of March 31, 2012. Trading account liabilities were ¥14.97 trillion as of March 31, 2013, an increase of ¥3.00 trillion from ¥11.97 trillion as of March 31, 2012. Payables under securities lending transaction were ¥3.99 trillion as of March 31, 2013, a decrease of ¥0.99 trillion from ¥4.98 trillion as of March 31, 2012. Long term debt as of March 31, 2013 was ¥12.18 trillion, a decrease of ¥0.41 trillion from ¥12.59 trillion as of March 31, 2012. The depreciation of Japanese yen against the U.S. dollar and other foreign currencies between March 31, 2012 and March 31, 2013 resulted in an increase of ¥6.79 trillion in the Japanese yen equivalent amount of foreign currency-denominated liabilities as of March 31, 2013. Deposits Deposits are our primarily source of funds. The total average balance of deposits increased ¥6.38 trillion to ¥140.30 trillion for the fiscal year ended March 31, 2013 from ¥133.92 trillion for the fiscal year ended March 31, 2012. 119 The balance of domestic deposits increased ¥3.74 trillion to ¥118.33 trillion as of March 31, 2013 from ¥114.59 trillion as of March 31, 2012, and the balance of foreign deposits increased ¥4.98 trillion to ¥29.88 trillion as of March 31, 2013 from ¥24.90 trillion as of March 31, 2012. The increases in domestic deposits were mainly due to an increase in ordinary deposits in the domestic offices of our banking subsidiaries and an increase in certificates of deposit in our trust banking subsidiaries. The increases in foreign deposits were mainly due to an increase in interest-bearing deposits in overseas offices of our banking and trust banking subsidiaries. About 65% of the increase in the balance of foreign deposits was due to the depreciation of the Japanese yen, and another 10% of the increase was attributable to Union Bank’s acquisition of other financial institutions. 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 to manage 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, funds purchased, payables under repurchase agreements, payables under securities lending transactions, due to trust accounts, and other short-term borrowings. Short-term borrowings increased ¥3.09 trillion to ¥35.95 trillion as of March 31, 2013 from ¥32.86 trillion as of March 31, 2012. This increase was primarily attributable to an increase of ¥2.13 trillion in payables under repurchased agreements, an increase of ¥1.21 trillion in call money and funds purchased, and an increase of ¥0.73 trillion in other short-term borrowings. The increase in payables under repurchase agreements was primarily due to an increase in the volume of transactions by our banking subsidiaries as well as the depreciation of the Japanese yen. The increase in call money and funds purchased was mainly due to a ¥1.12 trillion increase in call money in our banking subsidiary in Japan. The increase in other-short term borrowings was primarily due to an increase in borrowings from the Bank of Japan and issuances of commercial paper outside of Japan by our banking and trust banking subsidiaries. Trading Account Liabilities Trading account liabilities as of March 31, 2013 were ¥14.97 trillion, an increase of ¥3.00 trillion from ¥11.97 trillion as of March 31, 2012. This is mainly due to increases in liabilities related to interest rate swaps and currency swaps traded in the U.S. and Asian branches of our banking and securities subsidiaries. Long-term Debt Long-term debt as of March 31, 2013 was ¥12.18 trillion, a decrease of ¥0.41 trillion from ¥12.59 trillion as of March 31, 2012. This decrease was mainly due to decreases in subordinated borrowings and obligations under loan securitization transactions, and the redemption of subordinated bonds issued by our banking subsidiaries, partially offset by an increase in long-term borrowings by our banking and securities subsidiaries. Other Liabilities Other liabilities decrease ¥0.50 trillion to ¥5.05 trillion as of March 31, 2013 from ¥5.55 trillion as of March 31, 2012. This decrease was mainly due to a decrease in accounts payables reflecting a smaller amount of accounts payable related to securities transactions, which was partially offset by increase in accrued and other liabilities reflecting an increase in collateral received in connection with derivative transactions. 120 Shareholders’ Equity The following table presents some key figures relating to MUFG shareholders’ equity: At March 31, 2012 2013 (in trillions) Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized gains on investment securities available for sale, net of tax . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 8.58 0.72 0.48 (0.68) ¥10.61 1.60 1.11 (0.21) Shareholders’ equity as of March 31, 2013 was ¥10.61 trillion, an increase of ¥2.03 trillion from ¥8.58 trillion as of March 31, 2012. Retained earnings as of March 31, 2013 were ¥1.60 trillion, an increase of ¥0.88 trillion from ¥0.72 trillion as of March 31, 2012, reflecting higher net income of our banking and trust banking subsidiaries for the fiscal year ended March 31, 2013 compared to the previous fiscal year. We raised our annual dividend to ¥13 per share for the fiscal year ended March 31, 2013 from ¥12 per share for the previous fiscal year. Unrealized gains on investment securities available for sale, net of tax, as of March 31, 2013 were ¥1.11 trillion, an increase of ¥0.63 trillion from ¥0.48 trillion as of March 31, 2012. These increases were mainly due to the general decline in short-term interest rates in the bond market and favorable price movements in the equity market after the implementation of measures under the Japanese government’s new economic policy generally referred to “Abe-nomics” and measures under the Bank of Japan’s “quantitative and qualitative monetary easing” policy. Foreign currency translation adjustment as of March 31, 2013 was a negative adjustment of ¥0.21 trillion, an improvement of ¥0.47 trillion from a negative adjustment of ¥0.68 trillion as of March 31, 2012. This improvement was mainly due to the positive impact of the depreciation of the Japanese yen against other currencies on foreign currency translation adjustments related to our investment in Morgan Stanley, UNBC, and banking subsidiaries in China as well as redemption of mutual fund investments focused on foreign bonds. 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 historically shown a high rollover rate among our corporate customers and individual depositors. Due to our broad customer base in Japan and the depositors’ recent preference to seek the safety of deposits at large financial institutions, the balance of our deposits increased from ¥139.49 trillion at March 31, 2012 to ¥148.21 trillion at March 31, 2013. As of March 31, 2013, our deposits exceeded our loans, net of allowance for credit losses of ¥97.25 trillion, by ¥50.96 trillion. These deposits provide us with a sizable source of stable and low-cost funds. Our average deposits, combined with average total equity of ¥9.24 trillion, funded 66.3% of our average total assets of ¥225.68 trillion during the fiscal year ended March 31, 2013. The remaining funding was primarily 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. From time to time, we have issued long-term instruments such as straight bonds with maturities between three to five years. The balance of our short-term borrowings as of March 31, 2013 was ¥35.95 trillion, and the average balance of our short-term borrowings for the fiscal year ended March 31, 2013 was ¥38.22 trillion. The balance 121 of our long-term debt as of March 31, 2013 was ¥12.18 trillion, and the average balance of our long-term debt for the fiscal year ended March 31, 2013 was ¥11.86 trillion. 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. We manage liquidity separately at certain of our foreign and domestic non-bank and bank subsidiaries because they are subject to separate regulatory requirements, pursue different business models and have distinctive liquidity risk profiles. We manage our group-wide liquidity on a consolidated basis based on the tests and analyses conducted at the subsidiary level. Liquidity risk management measures at the subsidiary level include the following: ‰ Domestic Bank Subsidiaries—Our major domestic bank subsidiaries, BTMU and MUTB, set liquidity and funding limits designed to maintain their respective requirements for funding from market sources below pre-determined levels for certain periods (e.g., one-day, two-week and one-month). The major domestic bank subsidiaries also monitor the balance of buffer assets they respectively hold, including Japanese government bonds and U.S. Treasury bonds, which can be used for cash funding even in periods of stress. In addition, the major domestic bank subsidiaries regularly perform liquidity stress testing designed to evaluate the impact of systemic market stress conditions and institution-specific stress events, including credit rating downgrades, on their liquidity positions; ‰ ‰ Foreign Bank Subsidiaries—Our major foreign bank subsidiary, UNBC, monitors various liquidity metrics, including total available liquidity, the net non-core funding dependence ratio, and minimum liquidity assets, as a tool to maintain a sufficient amount of liquidity and diversity of funding sources to allow UNBC to meet expected obligations in both stable and adverse conditions. In addition, UNBC regularly conducts stress testing, which incorporates both bank-specific and systemic market scenarios that would adversely affect its liquidity position, to facilitate the identification of appropriate remedial measures to help ensure that it maintains adequate liquidity in adverse conditions; Securities Subsidiaries—Our securities subsidiaries implement liquidity and funding limits designed to maintain their requirements for funding from market sources below pre-determined levels for specified periods. In addition, the securities subsidiaries regularly conduct analyses designed to assess the period for which they can continue to meet their respective liquidity requirements by selling or pledging assets they respectively hold under scenarios where they are unable to access any additional sources of financing in the market; and ‰ Non-Bank Subsidiaries—Our non-bank subsidiaries, including Mitsubishi UFJ NICOS, regularly conduct cash flow analyses designed to assess their ability to generate sufficient liquidity for specified periods, considering the cash and cash equivalents as well as deposits they respectively hold, and their respective operating income and expenses under scenarios where they are no longer able to obtain funding from markets through issuance of commercial paper, bonds or other instruments. The non-bank subsidiaries also conduct analyses to ensure sufficient liquidity and funding available from our bank subsidiaries and other financial institutions outside of our group of companies. We collect and evaluate the results of the stress tests individually performed by our major subsidiaries to ensure our ability to meet our liquidity requirements on a consolidated basis in stress scenarios. We manage our funding sources using buffer assets, primarily Japanese government bonds, for cash funding. As of March 31, 2013, we held ¥49.48 trillion of Japanese national government and Japanese government agency bonds as available for sale. Our major domestic bank subsidiaries use liquidity-supplying assets, primarily commitment lines for minor currencies funding. In addition, the major bank subsidiaries use a liquidity gap, or the excess of cash inflows over cash outflows, for cash funding. Following the downgrade by Moody’s of the credit ratings of BTMU, MUTB and MUSHD in August 2011 and the downgrades by Fitch in July 2012, a small number of Credit Support Annexes, or CSAs, were modified 122 to require, and some of the new CSAs required, additional collateral at lower thresholds. However, the downgrade of the credit ratings of BTMU and MUTB by Moody’s and Fitch did not trigger the requirement for additional collateral. MUSHD had some contracts which had collateral requirements affected by the Moody’s and Fitch downgrades, but as their derivative values were positive against the counterparties, no additional collateral was required at the time of downgrades. Following the downgrades by Moody’s and Fitch, none of BTMU, MUTB and MUSHD recognized material changes in their yen-denominated or U.S. dollar-denominated cost of funding. However, a further credit rating downgrade could result in higher funding costs and also trigger additional collateral obligations. For further information, see “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—A further downgrade of our credit ratings could trigger additional collateral obligations under our derivative contracts and increase our funding costs.” Total Equity The following table presents a summary of our total equity as of March 31, 2012 and 2013: At March 31, 2012 2013 Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unappropriated retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income (loss), net of taxes . . . . . . . . . . . . . . . . . Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (in billions, except percentages) 442.1 1,646.0 6,348.1 239.6 1,361.7 574.3 (3.0) ¥ 442.1 1,645.1 6,378.6 239.6 482.5 (596.4) (8.3) Total Mitsubishi UFJ Financial Group shareholders’ equity . . . . . . . . . . . . . . . Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥8,583.2 275.2 ¥10,608.8 333.2 Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥8,858.4 ¥10,942.0 Ratio of total equity to total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.12% 4.75% Total equity increased ¥2,083.6 billion to ¥10,942.0 billion as of March 31, 2013 from ¥8,858.4 billion as of March 31, 2012. The ratio of total equity to total assets improved 0.63 percentage points to 4.75% as of March 31, 2013 from 4.12% as of March 31, 2012. Although total assets increased between March 31, 2012 and March 31, 2013, the ratio of total equity to total assets also increased between those dates mainly due to an increase in unappropriated retained earnings which can be roughly calculated by subtracting the amount of dividends from net profits, and an increase in accumulated other comprehensive income, net of tax, reflecting larger net unrealized holding gains on investment securities and positive foreign currency translation adjustments. 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 total equity in recent years. The following table presents information relating to the accumulated net unrealized gains, net of taxes, in respect of investment securities classified as available-for-sale as of March 31, 2013: Accumulated net unrealized gains on investment securities . . . . . . . . . . . . . . . . . . . . Accumulated net unrealized gains to total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥482.4 5.45% ¥1,106.3 10.11% At March 31, 2012 2013 (in billions, except percentages) 123 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 result in mandatory actions being taken by regulators that could have a direct material effect on our consolidated financial statements. Moreover, if our capital ratios are perceived to be low, our counterparties may avoid entering into transactions with us, which in turn could negatively affect our business and operations. For further information, see “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—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 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 credit risk assets such as loans and equity securities, the risk weights of which depend on the borrowers’ or issuers’ internal ratings, marketable securities and deferred tax assets, but also by fluctuations in the value of the Japanese yen against the U.S. dollar and other foreign currencies and by general price levels of Japanese equity securities. Capital Requirements for Banking Institutions in Japan Certain provisions of Basel III were adopted by the FSA effective March 31, 2013 for Japanese banking institutions with international operations conducted by their foreign offices. Under Basel III, Common Equity Tier 1, Tier 1 and total capital ratios are used to assess capital adequacy, which ratios are determined by dividing applicable capital components by risk-weighted assets. Total capital is defined as the sum of Tier 1 and Tier 2 capital. Under Basel III, Tier 1 capital is defined to include Common Equity Tier 1 and Additional Tier 1 capital. Common Equity Tier 1 capital is a new category of capital primarily consisting of: ‰ ‰ ‰ ‰ common stock, capital surplus, retained earnings, and other comprehensive income (progressively phased into the capital ratio calculation over several years). Regulatory adjustments including certain intangible fixed assets, such as goodwill, and defined benefit pension fund net assets (prepaid pension costs) will be deducted from Common Equity Tier 1 capital. The amount of adjustments to be deducted will increase progressively over time. Additional Tier 1 capital generally consists of Basel III compliant preferred securities and other capital that meet Tier I requirements under the former Basel II standards, net of regulatory adjustments. Subject to transitional measures, items including intangible fixed assets, such as goodwill, and foreign currency translation adjustments are deducted from Additional Tier 1 capital with the deduction amounts progressively decreasing over time. Tier 2 capital generally consists of: ‰ Basel III compliant deferred obligations, ‰ capital that meet Tier II requirements under the former Basel II standards, ‰ ‰ allowances for credit losses, and non-controlling interests in subsidiaries’ Tier 2 capital instruments. 124 Subject to transitional measures, certain items including 45% of unrealized profit on securities available for sale and revaluation of land are deducted from Tier 2 capital with the deduction amounts progressively decreasing over time. In determining capital ratios under the FSA guidelines reflecting Basel III, we and our banking subsidiaries used the Advanced Internal Ratings-Based approach, or the AIRB approach, to calculate capital requirements for credit risk as of March 31, 2013. The Standardized Approach is used for some subsidiaries that are considered to be immaterial to the overall MUFG capital requirements, and UNBC has adopted a phased rollout of the internal ratings-based approach. Market risk is reflected in the risk-weighted assets by applying the Internal Models Approach to calculate general market risk and the Standardized Measurement Method to calculate specific risk. Under the Internal Models Approach, we principally use a historical simulation model to calculate value-at-risk, or VaR, amounts by estimating the profit and loss on our portfolio by applying actual fluctuations in historical market rates and prices over a fixed period. Under the FSA guidelines reflecting Basel III, we reflect operational risk in the risk-weighted assets by applying the Standardized Approach as of March 31, 2011 and the Advanced Measurement Approach from March 31, 2012. For more information, see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Operational Risk Management.” We have been granted approval by the FSA to exclude the majority of our investment in Morgan Stanley from being subject to double gearing adjustments. The approval was granted for a 10-year period, but the approval amount will be phased out by 20% each year starting from March 31, 2019. As of March 31, 2013, a full application of double gearing adjustments with respect to our investment in Morgan Stanley would have reduced our Common Equity Tier 1 capital ratio by approximately 0.5%. Under Japanese regulatory capital requirements, our consolidated capital components, including Common Equity Tier 1, Tier 1, and Tier 2 capital and risk-weighted assets, are calculated based on our consolidated financial statements prepared under Japanese GAAP. Each of the consolidated and stand-alone capital components and risk-weighted assets of our banking subsidiaries in Japan is also calculated based on consolidated and non-consolidated financial statements prepared under Japanese GAAP. Certain Basel III provisions were adopted by the FSA with transitional measures and became effective March 31, 2013. Accordingly, Basel II provisions are applied to calculations prior to the effective date, including our capital ratio as of March 31, 2012, whereas Basel III provisions are applied to our capital ratio calculations as of March 31, 2013. Various Basel III measures are being phased in from the calendar year 2013, including those designed to raise the level of minimum capital requirements and to establish an internationally harmonized leverage ratio and a global minimum liquidity standard. In addition, the Basel Committee on Banking Supervision has proposed additional loss absorbency requirements to supplement the Common Equity Tier 1 capital requirement ranging from 1% to 3.5% for global systemically important banks, or G-SIBs, depending on the bank’s systemic importance. The Financial Stability Board identified us as a G-SIB in its most recent annual report published in November 2012, and indicated that, as a G-SIB, we would be required to hold an additional 1.5% of Tier 1 common equity. The group of banks identified as G-SIBs is expected to be updated annually, and the first group of G-SIBs to which the stricter capital requirements will initially be applied is expected to be identified in 2014. The stricter capital requirements are expected to be implemented in phases between January 1, 2016 and December 31, 2018 and will become fully effective on January 1, 2019. For additional discussion of the calculation of our capital ratios, see Note 19 to our consolidated financial statements included elsewhere in this Annual Report. For more information, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Capital adequacy.” 125 Mitsubishi UFJ Financial Group Ratios The table below presents our consolidated total capital components, risk-weighted assets and risk-adjusted capital ratios at March 31, 2012 and 2013. 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 FSA. The percentages in the table below are rounded down. For further information, see Note 19 to our consolidated financial statements included elsewhere in this Annual Report. (in accordance with Basel II) 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital ratios: Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total risk-adjusted capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (in accordance with Basel III) Capital components: Common Equity Tier 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional Tier 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 2 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital ratios: Common Equity Tier 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital At March 31, 2012 (in billions, except percentages) Minimum capital ratios required ¥10,522.3 4,038.7 — (1,818.5) ¥12,742.5 ¥85,456.6 12.31% 14.91 4.00% 8.00 At March 31, 2013 (in billions, except percentages) Minimum capital ratios required ¥10,300.6 914.2 11,214.8 3,459.1 ¥14,674.0 ¥87,968.6 11.70% 12.74 16.68 3.50% 4.50% 8.00% At March 31, 2013, management believed that we were in compliance with all capital adequacy requirements to which we were subject. 126 Capital Ratios of Our Major Banking Subsidiaries in Japan The table below presents the risk-adjusted capital ratios of BTMU and MUTB at March 31, 2012 and 2013. Underlying figures are calculated in accordance with Japanese banking regulations based on information derived from each bank’s consolidated and non-consolidated financial statements prepared in accordance with Japanese GAAP, as required by the FSA. The percentages in the table below are rounded down. For further information, see Note 19 to our consolidated financial statements included elsewhere in this Annual Report. At March 31, 2012 Minimum capital ratios required (in accordance with Basel II) Consolidated capital ratios: BTMU Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total risk-adjusted capital 11.76% 16.27 4.00% 8.00 MUTB Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total risk-adjusted capital Stand-alone capital ratios: BTMU Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total risk-adjusted capital MUTB Tier I capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total risk-adjusted capital 12.38 15.74 12.60 17.41 11.71 15.76 4.00 8.00 4.00 8.00 4.00 8.00 At March 31, 2013 Minimum capital ratios required (in accordance with Basel III) Consolidated capital ratios: BTMU Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.71% 13.11 17.51 3.50% 4.50 8.00 MUTB Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stand-alone capital ratios: BTMU Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB Common Equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.12 13.77 17.79 11.76 13.99 18.52 12.49 13.22 17.94 3.50 4.50 8.00 3.50 4.50 8.00 3.50 4.50 8.00 At March 31, 2013, management believes that our banking subsidiaries were in compliance with all capital adequacy requirements to which they were subject. 127 Capital Requirements for Banking Institutions in the United States In the United States, UNBC and its banking subsidiary, Union Bank, 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. In addition, as foreign banking organizations that have U.S. branches and agencies and also as entities that are controlled by MUFG, which is a financial holding company, BTMU and MUTB are subject to the FRB’s requirements. For a detailed discussion of the capital adequacy guidelines applicable to us in the United States, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—United States— Bank capital requirements and capital distributions.” Capital Ratios of Banking Subsidiaries in the United States The table below presents the risk-adjusted capital ratios of UNBC and Union Bank, both subsidiaries of BTMU, at December 31, 2011 and 2012: At December 31, 2011 2012 Minimum capital ratios required Ratios OCC requires to be “well capitalized” UNBC: . . . . . . . . . . . Tier I capital (to risk-weighted assets) Tier I capital (to quarterly average assets)(1) . . . . . . . Total capital (to risk-weighted assets) . . . . . . . . . . . . 13.82% 12.44% 11.44 15.98 11.18 13.93 Union Bank: . . . . . . . . . . . Tier I capital (to risk-weighted assets) Tier I capital (to quarterly average assets)(1) . . . . . . . Total capital (to risk-weighted assets) . . . . . . . . . . . . 12.39% 11.68% 10.25 14.43 10.51 13.17 4.00% 4.00 8.00 4.00% 4.00 8.00 — — — 6.00% 5.00 10.00 Note: (1) Excludes certain intangible assets. Management believes that, at December 31, 2012, UNBC and Union Bank met all capital adequacy requirements to which they were subject. At December 31, 2011 and 2012, the Office of the Comptroller of the Currency, or OCC, categorized Union Bank as “well-capitalized.” To be categorized as “well-capitalized,” Union Bank must maintain minimum ratios of Total and Tier I capital to risk-weighted assets and of Tier I capital to quarterly average assets (the Leverage ratio) as set forth in the table. There are no conditions or events since December 31, 2012 that would cause management to believe that Union Bank’s category has changed. 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 Financial Instruments and Exchange Law of Japan and related ordinances require financial instruments 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 128 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 trigger mandatory regulatory actions. A capital ratio of less than 140% will call for regulatory reporting and a capital ratio of less than 100% 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. Capital Adequacy Ratio of MUMSS At March 31, 2012 and 2013, MUMSS’ capital accounts less certain fixed assets of ¥387.7 billion and ¥388.2 billion represented 328.6% and 315.8% of the total amounts equivalent to market, counterparty credit and operations risks, respectively, as calculated pursuant to the Financial Instruments and Exchange Law of Japan. In April and November 2011, we injected additional capital into MUMSS to strengthen its capital base. For further information, see Note 19 to our consolidated financial statements included elsewhere in this Annual Report. 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 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 operations included elsewhere in this Annual Report. The following table summarizes the changes in fair value of non-exchange traded contracts for the fiscal years ended March 31, 2012 and 2013: Net fair value of contracts outstanding 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, 2012 2013 (in millions) ¥ 23,503 ¥19,776 (10,044) 9,114 (2,797) (3,280) 3,375 (6,903) Net fair value of contracts outstanding at end of fiscal year . . . . . . . . . . . . . . . . . . . . ¥ 19,776 ¥12,968 During the fiscal year ended March 31, 2013, the fair value of non-exchange traded contracts decreased mainly due to contracts being settled during the fiscal year, and a decline in the fair value resulting from fluctuations in foreign exchange rates and fluctuations in the value of credit default swaps embedded in collateralized debt obligations. The following table summarizes the maturities of non-exchange traded contracts at March 31, 2013: Net fair value of contracts—unrealized gains Prices provided by other external sources 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,184 1,371 175 — ¥2,730 ¥ 4,142 3,471 2,815 (190) ¥10,238 129 C. Research and Development, Patents and Licenses, etc. Not applicable. D. Trend Information See the discussions in “—Business Environment,” “—Recent Developments,” “—A. Operating Results” and “—B. Liquidity and Capital Resources.” E. Off-Balance Sheet Arrangements In the normal course of business, we engage in several types of off-balance sheet arrangements to meet the financing needs of customers, including various types of guarantees, credit commitments and commercial letters of credit. The following table summarizes these commitments at March 31, 2013: Amount of commitment by expiration period 1 year or less 1-5 years Over 5 years Total (in billions) Guarantees: Standby letters of credit and financial guarantees . . . . . . . . . . . . Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities of trust account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,101 1,509 99,846 3,969 ¥ 1,094 627 35,784 300 ¥ 654 78 8,841 570 ¥ 3,849 2,214 144,471 4,839 Total guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,425 37,805 10,143 155,373 Other off-balance sheet instruments: . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments to extend credit Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments to make investments . . . . . . . . . . . . . . . . . . . . . . 47,719 608 49 17,344 98 26 Total other off-balance sheet instruments . . . . . . . . . . . . . . 48,376 17,468 1,639 — 19 1,658 66,702 706 94 67,502 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥155,801 ¥55,273 ¥11,801 ¥222,875 See Note 22 to our consolidated financial statements included elsewhere in this Annual Report 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 if the contracts were to be fully drawn upon as a result of a subsequent default by our customer and a decline in the value of the underlying collateral. Since 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, 2013, approximately 70% of these commitments have an expiration date within one year, 25% have an expiration date from one year to five years, and 5% have an expiration date 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.” We evaluate off-balance sheet arrangements in the manner described in Note 1 to our consolidated financial statements included elsewhere in this Annual Report. The fees generated specifically from off-balance sheet arrangements are not a dominant source of our overall fees and commissions. Some of our off-balance sheet arrangements are related to activities of special purpose entities, most of which are variable interest entities, or VIEs. For further information, see Note 23 to our consolidated financial statements included elsewhere in this Annual Report. 130 F. Tabular Disclosure of Contractual Obligations The following table shows a summary of our contractual cash obligations outstanding at March 31, 2013: Payments due by period Less than 1 year 1-3 years 3-5 years Over 5 years Total (in billions) Contractual cash obligations: Time deposit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt obligations . . . . . . . . . . . . . . . . . . . . . . . . Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . Operating lease obligations . . . . . . . . . . . . . . . . . . . . . . . . Purchase obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥56,135 1,629 9 77 35 ¥ 9,714 ¥1,525 1,881 3 102 9 2,628 9 122 18 ¥ 261 6,019 5 370 14 ¥67,635 12,157 26 671 76 Total(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥57,885 ¥12,491 ¥3,520 ¥6,669 ¥80,565 Notes: (1) 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, 2013 as such amount is not currently determinable. We expect to contribute approximately ¥80.3 billion for pension and other benefits for our employees for the fiscal year ending March 31, 2014. For further information, see Note 13 to our consolidated financial statements included elsewhere in this Annual Report. (2) The above table does not include unrecognized tax benefits and interest and penalties related to income tax associated with the guidance on accounting for uncertainty in income taxes as we cannot estimate reasonably the timing of cash settlement of the liabilities for unrecognized tax benefit. The total amount of the liabilities for unrecognized tax benefits is ¥31.0 billion at March 31, 2013. Among the liabilities for unrecognized tax benefits, it is reasonably possible that approximately ¥12.8 billion will decrease during the next twelve months. For further information, see Note 7 to our consolidated financial statements included elsewhere in this Annual Report. 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. G. Safe Harbor See the discussion under “Forward-Looking Statements.” 131 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 1, 2013, together with their respective dates of birth, positions and experience: Name (Date of Birth) Takamune Okihara (July 11, 1951) Position in MUFG Business Experience Chairman Joined Sanwa Bank Executive Officer of Sanwa Bank Executive Officer of UFJ Bank Senior Executive Officer of UFJ Bank President and CEO of UFJ Bank Director of UFJ Holdings April 1974 March 2001 January 2002 May 2003 May 2004 June 2004 October 2005 Managing Officer of MUFG Deputy President of BTMU January 2006 Deputy Chairman of BTMU (incumbent) April 2008 Retired from Managing Officer of MUFG Chairman of MUFG (incumbent) Director of Mitsubishi UFJ NICOS Co., Ltd. June 2010 Tatsuo Wakabayashi (September 29, 1952) Deputy Chairman and Chief Audit Officer April 1977 June 2004 Joined Mitsubishi Trust Bank Director (Non-Board Member Director) of (incumbent) October 2005 June 2006 June 2008 June 2009 June 2010 June 2011 April 2012 April 2013 Mitsubishi Trust Bank Executive Officer of MUTB Managing Executive Officer of MUTB Managing Director of MUTB Senior Managing Director of MUTB Managing Officer of MUFG Director of MUFG President of MUTB (incumbent) Deputy Chairman of MUFG (incumbent) Nobuyuki Hirano President & CEO (October 23, 1951) April 1974 June 2001 Joined Mitsubishi Bank Non-Board Member Director of Bank of Tokyo-Mitsubishi July 2004 May 2005 Executive Officer of MTFG Non-Board Member Managing Director of June 2005 Managing Director of Bank of Tokyo- Bank of Tokyo-Mitsubishi Mitsubishi Director of MTFG Director of MUFG October 2005 January 2006 Managing Director of BTMU October 2008 June 2009 Senior Managing Director of BTMU Deputy President of BTMU Managing Officer of MUFG Director of MUFG Deputy President of MUFG President of BTMU (incumbent) Director of MUFG President & CEO of MUFG (incumbent) June 2010 October 2010 April 2012 April 2013 132 Name (Date of Birth) Masaaki Tanaka (April 1, 1953) Position in MUFG Deputy President Business Experience April 1977 June 2004 Joined Mitsubishi Bank Non-Board Member Director of Bank of May 2005 January 2006 April 2007 May 2007 June 2010 May 2011 May 2012 June 2012 Taihei Yuki (October 3, 1952) Senior Managing Director and Chief Financial Officer April 1977 June 2004 October 2005 June 2006 June 2007 June 2008 June 2009 June 2010 June 2011 Ichiro Hamakawa Senior Managing (February 6, 1956) Director and Chief Planning Officer April 1978 May 2005 October 2005 Tokyo-Mitsubishi Executive Officer of MTFG Retired from Executive Officer of MTFG Executive Officer of BTMU Executive Officer of MUFG Retired from Executive Officer of MUFG Managing Executive Officer of BTMU Director of UnionBanCal Corporation Managing Officer of MUFG Senior Managing Executive Officer of BTMU Director of Morgan Stanley (incumbent) Retired from Managing Officer of MUFG Retired from Senior Managing Executive Officer of BTMU Deputy President of MUFG (incumbent) Joined Mitsubishi Trust Bank Director (Non-Board Member Director) of Mitsubishi Trust Bank Executive Officer of MUTB Managing Executive Officer of MUTB Managing Director of MUTB Director of MUFG Managing Officer of MUFG Senior Managing Director of MUTB Retired from Managing Officer of MUFG Retired from Senior Managing Director of MUTB Director of BTMU (incumbent) Senior Managing Director of MUFG (incumbent) Joined Sanwa Bank Executive Officer of UFJ Holdings Executive Officer of MUFG Executive Officer of UFJ Bank Retired from Executive Officer of MUFG Executive Officer of BTMU December 2005 January 2006 January 2009 Managing Executive Officer of BTMU May 2011 Retired from Managing Executive Officer of BTMU Managing Officer of MUFG Director of MUTB (incumbent) Managing Director of MUFG Senior Managing Director of MUFG (incumbent) June 2011 May 2012 133 Name (Date of Birth) Position in MUFG Business Experience Akihiko Kagawa Managing Director (October 6, 1955) and Chief Compliance and Risk Officer April 1980 June 2006 May 2010 May 2012 June 2012 Joined Bank of Tokyo Executive Officer of BTMU Executive Officer of MUFG Retired from Executive Officer of BTMU Managing Officer of MUFG Director of kabu.com Securities Co., Ltd. (incumbent) Director of MUSHD (incumbent) Managing Director of MUFG (incumbent) Toshiro Toyoizumi Director (October 26, 1949) April 1973 June 2001 Joined Mitsubishi Bank Non-Board Member Director of Bank of Tokyo-Mitsubishi May 2004 Non-Board Member Managing Director of Bank of Tokyo-Mitsubishi January 2006 Managing Executive Officer of BTMU June 2007 April 2008 May 2009 June 2009 May 2010 April 2011 Managing Officer of MUFG Senior Managing Executive Officer of BTMU Retired from Managing Officer of MUFG Deputy President of BTMU Managing Officer of MUFG Retired from Deputy President of BTMU Retired from Managing Officer of MUFG President & CEO of MUSHD (incumbent) President & CEO of MUMSS (incumbent) Director of MUFG (incumbent) Joined Toyo Trust Bank Executive Officer of MUTB Managing Executive Officer of MUTB Executive Officer of MUFG Senior Managing Executive Officer of MUTB Deputy President of MUTB (incumbent) Director of MUFG (incumbent) Joined Mitsubishi Bank Executive Officer of BTMU Executive Officer of MUFG Managing Executive Officer of BTMU Managing Officer of MUFG Retired from Managing Officer of MUFG Managing Director of BTMU (incumbent) Director of MUFG (incumbent) Junichi Okamoto (November 9, 1957) Director and Group Head, Integrated Trust Assets Business Group Saburo Araki (August 6, 1957) Director June 2011 April 1980 June 2008 June 2010 June 2012 June 2013 April 1981 June 2007 May 2009 May 2011 May 2012 June 2012 134 Name (Date of Birth) Hiroyuki Noguchi (May 7, 1958) Position in MUFG Business Experience Director April 1981 September 2006 General Manager, Shintomicho Commercial Joined Tokai Bank May 2009 General Manager, Nihonbashi-Chuo Banking Office of BTMU June 2009 May 2011 June 2011 Muneaki Tokunari (March 6, 1960) Director April 1982 April 2007 June 2009 June 2011 April 2012 June 2012 June 2013 Commercial Banking Office of BTMU Executive Officer of BTMU Retired from Executive Officer of BTMU Senior Executive Officer of MUSHD Senior Executive Officer of MUMSS Managing Director of MUMSS (incumbent) Managing Director of MUSHD (incumbent) Director of MUFG (incumbent) Joined Mitsubishi Trust Bank General Manager, Financial Planning Division, Deputy General Manager, Corporate Planning Division, and Co-General Manager, Corporate Risk Management Division of MUFG Executive Officer of MUTB Executive Officer of MUFG Managing Executive Officer of MUTB Managing Director of MUTB Director of MUFG (incumbent) Senior Managing Director of MUTB (incumbent) Ryuji Araki Director (January 29, 1940) (Outside Officer) April 1962 September 1992 Director, Member of the Board of TOYOTA Joined the Toyota Motor Co., Ltd. June 1997 MOTOR CORPORATION (TOYOTA) Managing Director, Member of the Board of TOYOTA June 1999 Senior Managing Director, Member of the Board of TOYOTA June 2001 Vice President, Member of the Board and Representative Director of TOYOTA June 2002 Auditor of Aioi Insurance Company Limited. June 2005 (Aioi Insurance) Senior Advisor to the Board of TOYOTA Chairman of Aioi Insurance Chairman of TOYOTA FINANCIAL SERVICES CORPORATION. (TFS) June 2007 June 2008 June 2009 October 2010 Advisor of TFS Advisor of TOYOTA (incumbent) Senior Advisor of Aioi Insurance Retired from Advisor of TFS Director of MUFG (incumbent) Senior Advisor of Aioi Nissay Dowa Insurance Co., Ltd. (Aioi Nissay Dowa Insurance) June 2012 Advisor of Aioi Nissay Dowa Insurance (incumbent) 135 Name (Date of Birth) Kazuhiro Watanabe (May 19, 1947) Position in MUFG Business Experience Director April 1974 Public Prosecutor, Tokyo District Public (Outside Officer) Prosecutors Office Yuko Kawamoto (May 31, 1958) Director July 1998 Assistant Vice-minister of Justice (Deputy Director-General for Criminal Affairs Bureau) April 2001 Public Prosecutor, Supreme Public Prosecutors Office January 2002 Chief Public Prosecutor, Nara District Public Prosecutors Office September 2004 Chief Public Prosecutor, Maebashi District Public Prosecutors Office September 2005 Chief Public Prosecutor, Nagoya District Public Prosecutors Office June 2007 Chief Public Prosecutor, Yokohama District Public Prosecutors Office July 2008 Superintending Prosecutor, Sapporo High Public Prosecutors Office July 2009 Retired from Superintending Prosecutor, Sapporo High Public Prosecutors Office September 2009 Attorney at Law June 2010 Joined Dai-ichi Tokyo Bar Association Professor of Law, Tokai University Law School (incumbent) Director of MUFG (incumbent) Auditor of Mitsubishi Plastics, Inc. (incumbent) January 2011 Attorney at Law of Higashimachi LPC (incumbent) Joined Bank of Tokyo April 1982 April 1986 Left Bank of Tokyo September 1988 Joined McKinsey & Company, Inc. July 2001 Senior Expert of McKinsey & Company, Inc., Tokyo office March 2004 April 2004 Left McKinsey & Company, Inc. Professor at Waseda Graduate School of June 2006 January 2013 Finance, Accounting and Law (incumbent) Audit & Supervisory Board Member of Tokio Marine Holdings, Inc. (incumbent) Director of Japan Exchange Group, Inc. June 2013 Director of MUFG (incumbent) (incumbent) 136 The following table sets forth our corporate auditors as of July 1, 2013, together with their respective dates of birth, positions and experience: Name (date of birth) Takehiko Nemoto (August 20, 1953) Position in MUFG Corporate Auditor (Full-Time) Business experience April 1976 June 2004 Joined Mitsubishi Bank Non-Board Member Director of Bank of October 2005 January 2006 October 2008 May 2009 June 2009 October 2010 May 2011 June 2011 Tokyo-Mitsubishi Executive Officer of MUFG Executive Officer of BTMU Managing Executive Officer of BTMU Managing Officer of MUFG Managing Director of BTMU Senior Managing Director of BTMU Retired from Managing Officer of MUFG Retired from Senior Managing Director of BTMU Corporate Auditor (Full-Time) of MUFG (incumbent) June 2013 Corporate Auditor of MUMSS (incumbent) Corporate Auditor of MUSHD (incumbent) Takashi Mikumo (September 8, 1957) Corporate Auditor (Full-Time) April 1980 June 2007 June 2009 June 2012 June 2013 Joined Toyo Trust Bank Executive Officer of MUTB Executive Officer of MUFG Managing Director of MUTB Retired from Executive Officer of MUFG Senior Managing Director of MUTB Retired from Senior Managing Director of MUTB Corporate Auditor (Full-Time) of MUFG (incumbent) Kunie Okamoto Corporate Auditor June 1969 Joined Nippon Life Insurance Company (September 11, 1944) (Outside Officer) (Nippon Life) July 1995 March 1999 March 2002 April 2005 June 2005 Director of Nippon Life Managing Director of Nippon Life Senior Managing Director of Nippon Life President of Nippon Life Corporate Auditor of UFJ Holdings Corporate Auditor of TOKYU CORPORATION (incumbent) October 2005 June 2010 Corporate Auditor of MUFG (incumbent) Director of Kintetsu Corporation (incumbent) Corporate Auditor of Daicel Corporation (formerly Daicel Chemical Industries, Ltd.) (incumbent) April 2011 Chairman of Nippon Life (incumbent) 137 Name (date of birth) Position in MUFG Business experience Yasushi Ikeda Corporate Auditor April 1972 (April 18, 1946) (Outside Officer) April 1977 Admitted to the Bar Joined the Tokyo Bar Association Partner of the law firm Miyake Imai & Ikeda (incumbent) June 2001 Corporate Auditor of KADOKAWA June 2007 June 2009 GROUP HOLDINGS, INC. Director of Nippon Metal Industry Co. Ltd. Director of Sony Financial Holdings Inc. Corporate Auditor of MUFG (incumbent) Hideo Kojima Corporate Auditor March 1980 Became a member of the Japanese Institute (November 30, 1948) (Outside Officer) May 1995 May 2000 July 2001 May 2006 of Certified Public Accountants Representative Partner of Showa Ota & Co. Executive Director of Century Ota Showa & Co. Executive Director of Shin Nihon & Co. Deputy Chief Executive Officer of Shin Nihon & Co. July 2008 Deputy Chief Executive Officer of Ernst & September 2010 Senior Advisor of Ernst & Young Young ShinNihon LLC. June 2011 Retired from Ernst & Young ShinNihon ShinNihon LLC. LLC. Certified Public Accountant of Hideo Kojima CPA Office (incumbent) Corporate Auditor of Sumitomo Heavy Industries, Ltd. (incumbent) Auditor of Alpine Electronics, Inc. (incumbent) June 2013 Corporate Auditor of MUFG (incumbent) The board of directors 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. The regular term of office of a director is one year from the date of election, and the regular term of office of a corporate auditor is four years from the date of election. 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. Directors and corporate auditors may serve any number of consecutive terms. No family relationship exists among any of our directors or corporate auditors. 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. Ms. Yuko Kawamoto has, in the past, worked at The Bank of Tokyo, Ltd. (currently The Bank of Tokyo- Mitsubishi UFJ, Ltd.) and thus does not satisfy the requirements for Outside Director provided in Article 2, Item 15 of the Company Law. However, she has experience and knowledge derived from having served as a management consultant and graduate school professor for more than 25 years after her career at The Bank of Tokyo. Therefore, her conditions are believed to be the same as those of Outside Director, in terms of independence from the Company. The Company expects her to reflect such experience and knowledge in duties as a Director, including supervising business operations, from the perspective from outside the Company. 138 B. Compensation The aggregate amount of compensation paid, including benefits in kind granted and any contingent and deferred compensation but excluding retirement allowances paid, by MUFG and its subsidiaries during the fiscal year ended March 31, 2013 to our directors (excluding outside directors), to corporate auditors (excluding outside auditors) and to outside directors and auditors, was ¥1,278 million, ¥87 million and ¥96 million, respectively. The compensation paid by MUFG and its subsidiaries during the fiscal year ended March 31, 2013 to our directors and corporate auditors consists of annual base salaries, stock acquisition rights, bonuses and other benefits. The maximum aggregate amount of each type of compensation for our directors and corporate auditors is approved at a general meeting of our shareholders. The amount and allocation of compensation for each director are then proposed to, and voted upon by, the board of directors. The amount and allocation of compensation for each corporate auditor are determined through discussions and agreement among the corporate auditors. The nomination and compensation committee deliberates and makes proposals to the board of directors regarding matters relating to, among other things, the compensation of our directors. For more information on the nomination and compensation committee, see “—C. Board Practices.” Based on a recent shareholder resolution to modify the previous shareholder authorization for granting stock acquisition rights to our directors, corporate auditors and certain of our officers, no outside directors or corporate auditors (including outside corporate auditors) are eligible for stock acquisition rights under any stock-based compensation plan adopted by the board of directors on or after June 27, 2013. Based on the same shareholder resolution, to compensate for the loss of their eligibility, the maximum aggregate annual base salaries for our directors (including outside directors) and our corporate auditors (including outside corporate auditors) have been raised. The following table sets forth details of the aggregate compensation paid by MUFG and its subsidiaries during the fiscal year ended March 31, 2013 to our directors (excluding outside directors) and corporate auditors (excluding outside corporate auditors): Non-Adjustable Compensation Number of Directors and Corporate Auditors(1) Aggregate Compensation Base Salary Stock Acquisition Rights Adjustable Compensation (Cash Bonuses) Retirement Allowances(2) Other (in millions) 19 . . . . . . . . . . . . . . . . . ¥1,365 ¥662 ¥410 ¥267 ¥26 ¥0 Notes: (1) Includes current directors and corporate auditors as well as those who retired during the fiscal year ended March 31, 2013 but excludes outside directors and corporate auditors. (2) Represents the aggregate amount of retirement allowances paid in cash during the fiscal year ended March 31, 2013, pursuant to a one- time shareholders’ approval in June 2007 for the retirement allowances to be paid to the directors and corporate auditors who were elected prior to that date at the time of their retirement. A reserve in the total amount of such retirement allowances was set aside as of September 30, 2007. For more information, see “—Retirement Allowances” below. 139 The following table sets forth the details of individual compensation paid, including benefits in kind granted but excluding retirement allowances paid, by MUFG and its subsidiaries in an amount equal to or exceeding ¥100 million during the fiscal year ended March 31, 2013: Directors Takamune Okihara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tatsuo Wakabayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nobuyuki Hirano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Katsunori Nagayasu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aggregate amount Paid by Annual salary Stock options Bonus Compensation paid (in millions) ¥121 MUFG BTMU ¥113 MUFG MUTB ¥143 MUFG BTMU ¥128 MUFG BTMU ¥12 47 ¥ 6 47 ¥ 7 55 ¥31 31 ¥ 6 26 ¥ 3 40 ¥ 3 53 ¥17 17 ¥ 6 24 ¥ 1 16 ¥ 1 24 ¥15 17 Annual Base Salary Annual base salaries are paid to our directors (including outside directors) and corporate auditors (including outside corporate auditors) in the form of monthly cash installment payments. The aggregate annual base salary paid to our directors (excluding outside corporate directors) and corporate auditors (excluding outside corporate auditors) for the fiscal year ended March 31, 2013 was ¥662 million. The aggregate annual base salary paid to our outside directors and outside corporate auditors for the same period was ¥72 million. Stock-based Compensation Plans We issue stock acquisition rights to further motivate our directors (excluding outside directors) to contribute to the improvement of our stock prices and profits. The number of options granted to each director is determined by comprehensively taking into account each grantee’s seniority of the position held at MUFG or its subsidiaries, experience and contribution to our performance throughout the period of the grantee’s service within the maximum aggregate number of options approved by our shareholders. Prior to June 27, 2013, we issued stock acquisition rights to our directors (including outside directors) and corporate auditors (including outside corporate auditors). As part of our compensation structure, on June 28, 2007, our shareholders approved the creation of a stock- based compensation plan for our directors, corporate auditors and certain of our officers. On November 21, 2007, the board of directors adopted a plan entitled “First Series of Stock Acquisition Rights of Mitsubishi UFJ Financial Group, Inc.” for our directors, corporate auditors and certain of our officers. Under the stock-based compensation plan, on December 6, 2007, we allotted an aggregate of 3,224 stock acquisition rights to our directors and an aggregate of 493 stock acquisition rights to our corporate auditors for their respective services to MUFG and its subsidiaries. Each stock acquisition right represents a right to purchase 100 shares of MUFG common stock at ¥1 per share of common stock. The stock acquisition rights were subject to a one-year vesting period. The rights are exercisable until December 5, 2037, but only after the date on which a grantee’s service as a director and an officer or as a corporate auditor of each of MUFG and the relevant subsidiaries terminates. The fair value of each stock acquisition right was ¥103,200. As part of our compensation structure, on June 27, 2008, the board of directors adopted another stock-based compensation plan entitled “Second Series of Stock Acquisition Rights of Mitsubishi UFJ Financial Group, Inc.” for our directors, corporate auditors and certain of our officers. Under the stock-based compensation plan, on July 15, 2008, we allotted an aggregate of 4,690 stock acquisition rights to our directors and an aggregate of 495 stock acquisition rights to our corporate auditors for their respective services to MUFG and its subsidiaries. Each 140 stock acquisition right represents a right to purchase 100 shares of MUFG common stock at ¥1 per share of common stock. The stock acquisition rights were subject to a one-year vesting period. The rights are exercisable until July 14, 2038, but only after the date on which a grantee’s service as a director and an officer or as a corporate auditor of each of MUFG and the relevant subsidiaries terminates. The fair value of each stock acquisition right was ¥92,300. As part of our compensation structure, on June 26, 2009, the board of directors adopted another stock-based compensation plan entitled “Third Series of Stock Acquisition Rights of Mitsubishi UFJ Financial Group, Inc.” for our directors, corporate auditors and certain of our officers. Under the stock-based compensation plan, on July 14, 2009, we allotted an aggregate of 6,466 stock acquisition rights to our directors and an aggregate of 872 stock acquisition rights to our corporate auditors for their respective services to MUFG and its subsidiaries. Each stock acquisition right represents a right to purchase 100 shares of MUFG common stock at ¥1 per share of common stock. The stock acquisition rights were subject to a one-year vesting period. The rights are exercisable until July 13, 2039, but only after the date on which a grantee’s service as a director and an officer or as a corporate auditor of each of MUFG and the relevant subsidiaries terminates. The fair value of each stock acquisition right was ¥48,700. As part of our compensation structure, on June 29, 2010, the board of directors adopted another stock-based compensation plan entitled “Fourth Series of Stock Acquisition Rights of Mitsubishi UFJ Financial Group, Inc.” for our directors, corporate auditors and certain of our officers. Under the stock-based compensation plan, on July 16, 2010, we allotted an aggregate of 8,014 stock acquisition rights to our directors and an aggregate of 1,149 stock acquisition rights to our corporate auditors for their respective services to MUFG and its subsidiaries. Each stock acquisition right represents a right to purchase 100 shares of MUFG common stock at ¥1 per share of common stock. The stock acquisition rights are subject to a one-year vesting period. The rights are exercisable until July 15, 2040, but only after the date on which a grantee’s service as a director and an officer or as a corporate auditor of each of MUFG and the relevant subsidiaries terminates. The fair value of each stock acquisition right was ¥36,600. As part of our compensation structure, on June 29, 2011, the board of directors adopted another stock-based compensation plan entitled “Fifth Series of Stock Acquisition Rights of Mitsubishi UFJ Financial Group, Inc.” for our directors, corporate auditors and certain of our officers. Under the stock-based compensation plan, on July 20, 2011, we allotted an aggregate of 7,740 stock acquisition rights to our directors and an aggregate of 1,160 stock acquisition rights to our corporate auditors for their respective services to MUFG and its subsidiaries. Each stock acquisition right represents a right to purchase 100 shares of MUFG common stock at ¥1 per share of common stock. The stock acquisition rights are subject to a one-year vesting period. The rights are exercisable until July 19, 2041, but only after the date on which a grantee’s service as a director and an officer or as a corporate auditor of each of MUFG and the relevant subsidiaries terminates. The fair value of each stock acquisition right was ¥33,700. As part of our compensation structure, on June 28, 2012, the board of directors adopted another stock-based compensation plan entitled “Sixth Series of Stock Acquisition Rights of Mitsubishi UFJ Financial Group, Inc.” for our directors, corporate auditors and certain of our officers. Under the stock-based compensation plan, on July 18, 2012, we allotted an aggregate of 10,002 stock acquisition rights to our directors and an aggregate of 1,161 stock acquisition rights to our corporate auditors for their respective services to MUFG and its subsidiaries. Each stock acquisition right represents a right to purchase 100 shares of MUFG common stock at ¥1 per share of common stock. The stock acquisition rights are subject to a one-year vesting period. The rights are exercisable until July 17, 2042, but only after the date on which a grantee’s service as a director and an officer or as a corporate auditor of each of MUFG and the relevant subsidiaries terminates. The fair value of each stock acquisition right was ¥33,100. On June 27, 2013, our shareholders approved modifications to the previous shareholder authorization for granting stock acquisition rights to our directors, corporate auditors and certain of our officers so that no outside 141 directors or corporate auditors (including outside corporate auditors) are eligible for any stock-based compensation plan adopted by the board of directors on or after that date. As part of our compensation structure, on June 27, 2013, the board of directors adopted a stock-based compensation plan entitled “Seventh Series of Stock Acquisition Rights of Mitsubishi UFJ Financial Group, Inc.” for our directors (excluding outside directors) and certain of our officers. Under the stock-based compensation plan, on July 17, 2013, we allotted an aggregate of 4,103 stock acquisition rights to our directors (excluding outside directors) for their respective services to MUFG and its subsidiaries. Each stock acquisition right represents a right to purchase 100 shares of MUFG common stock at ¥1 per share of common stock. The stock acquisition rights are subject to a one-year vesting period. The rights are exercisable until July 16, 2043, but only after the date on which a grantee’s service as a director and an officer of each of MUFG and the relevant subsidiaries terminates. The fair value of each stock acquisition right was ¥61,100. Bonuses We from time to time pay cash bonuses to our directors to further motivate them to contribute to the improvement of our stock prices and profits if such bonuses are deemed appropriate based on a balanced scorecard approach taking into account the results of operations of the MUFG Group and each director’s individual performance of his duties as a director in light of both quantitative and qualitative criteria, including our medium-term strategy for improving our corporate value. None of the outside directors and corporate auditors (including outside corporate auditors) is eligible to receive a cash bonus. The nomination and compensation committee evaluates the amount of cash bonuses annually to determine the reasonableness of the amount in proportion to the aggregate compensation approved by our shareholders. The aggregate cash bonus paid to our directors for the fiscal year ended March 31, 2013 was ¥266 million. Retirement Allowances Prior to June 28, 2007, in accordance with customary Japanese practice, when a director or corporate auditor retired, a proposal to pay a retirement allowance was submitted at the annual ordinary general meeting of shareholders for approval. The retirement allowance consisted of a one-time payment of a portion of the allowance paid at the time of retirement and periodic payments of the remaining amount for a prescribed number of years. After the shareholders’ approval was obtained, the retirement allowance for a director or corporate auditor was fixed by the board of directors or by consultation among the corporate auditors in accordance with our internal regulations and practice and generally reflected 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. Historically, MUFG did not set aside reserves for any retirement payments for directors and corporate auditors made under this practice. Pursuant to a one-time shareholders’ approval in June 2007, retirement allowances are paid in cash to the directors and corporate auditors who were elected prior to that date at the time of their retirement. A reserve in the total amount of such retirement allowances was set aside as of September 30, 2007. The aggregate amount of retirement allowances paid in cash by MUFG and its subsidiaries pursuant to the one-time shareholder approval during the fiscal year ended March 31, 2013 to our directors (excluding outside directors), to corporate auditors (excluding outside auditors) and to outside directors and auditors, who have retired from their respective positions held at MUFG or, if such directors and corporate auditors concurrently held positions at MUFG’s subsidiaries, who have retired from such positions, was ¥26 million, ¥0 million and nil, respectively. UNBC Stock Bonus Plan UNBC has a discretionary stock bonus plan under which selected employees of UNBC and its subsidiaries are paid some or a portion of annual bonuses in the form of Restricted Share Units representing a right to receive American Depositary Receipts, or ADRs, evidencing American Depositary Shares, or ADSs, each exchangeable for one share of MUFG common stock, from an independent trust established to administer the plan grants upon 142 the satisfaction of vesting conditions as determined by the Executive Compensation and Benefits Committee of UNBC’s board of directors, consistent with the plan and pursuant to a Restricted Share Unit Agreement between UNBC and the grantees. Unless otherwise provided in the relevant Restricted Share Unit Agreement, Restricted Share Units will become vested and nonforfeitable as follows: one-third (33 1/3%) of a grantee’s Restricted Share Units would vest on each one year anniversary of the date of the award such that all of the Restricted Share Units would be fully vested after three years from the date of the award so long as the grantee remains an employee of UNBC or its subsidiaries. The ADSs to be delivered to grantees will be purchased on the open market by the trustee of the independent trust pursuant to a trust agreement between UNBC and the trustee. BTMU Headquarters for the Americas Stock Bonus Plan Effective August 27, 2012, BTMU Headquarters for the Americas, or BTMU HQA, which oversees the branches and certain subsidiaries of BTMU in the Americas, adopted a stock bonus plan. Under the plan, qualified key employees of BTMU HQA are granted Restricted Stock Units, or RSUs, representing a right to receive American Depositary Receipts, or ADRs, evidencing American Depositary Shares, or ADSs, each exchangeable for one share of MUFG common stock, from an independent trust established to administer the plan grants, upon the satisfaction of vesting conditions. The RSUs vest pro-rata on each anniversary of the grant date and become fully vested three years from the grant date so long as the grantee satisfies the specified continuous service requirement and any other conditions under the plan documents. The ADSs to be delivered to grantees will be purchased on the open market by the trustee of the independent trust. As of March 31, 2013, 1,582,822 RSUs have been granted under the plan. Share Ownership As of June 30, 2013, our directors and corporate auditors held the following numbers of shares of our common stock: Directors Number of Shares Registered Takamune Okihara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tatsuo Wakabayashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nobuyuki Hirano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Masaaki Tanaka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taihei Yuki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ichiro Hamakawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Akihiko Kagawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Toshiro Toyoizumi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Junichi Okamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Saburo Araki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hiroyuki Noguchi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Muneaki Tokunari . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ryuji Araki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kazuhiro Watanabe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yuko Kawamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,420 19,600 31,800 12,800 138,630 148,700 151,600 203,500 7,720 32,680 95,800 55,600 54,000 0 0 143 Corporate Auditors Number of Shares Registered Takehiko Nemoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Takashi Mikumo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kunie Okamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yasushi Ikeda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hideo Kojima . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,800 17,600 536 0 0 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 shall appoint, from the directors, representative directors who may represent us severally. Our board of directors shall appoint a president and may also appoint a chairman, deputy chairmen, 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. We currently have two outside directors as members of our board of directors. Under the Company Law, an outside director is defined as a person who has never been an executive director (gyomu shikko torishimariyaku), executive officer (shikkoyaku), manager (shihainin) or any other type of employee of the company or any of its subsidiaries prior to his or her appointment. Under the Company Law, a resolution of the board of directors is required if any director wishes to engage in any business that is in competition with us or any transaction with us. Additionally, no director may vote on a proposal, arrangement or contract in which that director is deemed to be particularly 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 determine the execution of important businesses, to acquire or dispose of material assets, to borrow substantial amounts of money, to employ or discharge managers (shihainin) 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 in accordance with applicable laws and regulations. We currently have five corporate auditors, including three outside corporate auditors. An outside corporate auditor is defined under the Company Law as a person who has not served as a director, account assistant, executive officer (shikkoyaku), manager (shihainin) or any other type of employee of the company or any of its subsidiaries prior to his or her appointment. 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. 144 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 provides that a company that has or is required to have a board of corporate auditors must have three or more corporate auditors, and at least half of the corporate auditors must be outside corporate auditors. In a company that has or is required to have a board of corporate auditors, one or more of the corporate auditors must be designated by the board of corporate auditors to serve on a full-time basis. Under the Company Law and our articles of incorporation, we may exempt, by resolution of the board of directors, our directors and corporate auditors from liabilities to the company arising in connection with their failure to execute their duties without gross negligence, 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 without gross negligence to the greater of either ¥10 million or the aggregate sum of the amounts prescribed in paragraph 1 of Article 425 of the Company Law and Articles 113 and 114 of the Company Law Enforcement Regulations. The Company Law permits two types of governance systems for large companies, including MUFG. The first system is for companies with audit, nomination and compensation committees, and the other is for companies with corporate auditors. We have elected to adopt a corporate governance system based on corporate auditors. Under the Company Law, if a company has corporate auditors, the company is not obligated to have any outside directors or to have any audit, nomination or compensation committees. Although we have adopted a board of corporate auditors, we have two outside directors as part of our efforts to further enhance corporate governance. In an effort to further enhance our corporate governance, we have also voluntarily established an internal audit and compliance committee and a nomination 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, 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 Ryuji Araki, who is an outside director. The other members of this committee are Kazuhiro Watanabe, an outside director, Shin Kikuchi, an attorney-at-law, Hideo Kojima, a certified public accountant and outside corporate auditor, and Tatsuo Wakabayashi, Deputy Chairman and Chief Audit Officer. The internal audit and compliance committee met twelve times between April 2012 and March 2013. Nomination and Compensation Committee. The nomination and compensation 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, the compensation framework of our directors and the directors of our subsidiaries, as well as the compensation of our top management and the top management of our subsidiaries. The nomination and compensation committee makes reports and proposals to the board of directors about important matters for deliberation and necessary improvement measures. The chairman of the nomination and compensation committee is Kazuhiro Watanabe, an outside director. The other members of this committee are Ryuji Araki, who is also an outside director, and Nobuyuki Hirano, President & CEO. The nomination and compensation committee met five times between April 2012 and March 2013. 145 For additional information on our board practices and the significant differences in corporate governance practices between MUFG and U.S. companies listed on the New York Stock Exchange, see “—A. Directors and Senior Management” and “Item 16G. Corporate Governance.” Risk Committee. We aim to maintain a transparent and impartial corporate governance framework that takes into account external perspectives. On July 1, 2013, we formed a Risk Committee to support our board of directors in an additional effort to further strengthen and enhance our risk control framework. The chairman of the Risk Committee is Yuko Kawamoto, who is a director. Currently, the other members of this committee are Akihiko Kagawa, a managing director, Ryuji Araki, an outside director, and Akira Ariyoshi, who has no prior employment relationship with any MUFG Group company. Mr. Ariyoshi has expertise in international finance, financial regulation, and international monetary system and has experience working for the International Monetary Fund and the Ministry of Finance of Japan. The Risk Committee deliberates on the status, control and management of various risks that we face, reports the results of its deliberation and makes recommendations to the Board of Directors on a quarterly basis. D. Employees As of March 31, 2013, we had approximately 80,900 employees, an increase of approximately 2,100 employees compared with the number of employees as of March 31, 2012. In addition, as of March 31, 2013, we had approximately 31,200 part-time and temporary employees. The following tables show the percentages of our employees across our different business units and in different locations as of March 31, 2013: 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18% 12 29 2 9 2 Mitsubishi UFJ Trust and Banking Corporation: Trust-Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Global Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Administration and subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsubishi UFJ Securities Holdings: Sales Marketing Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Global Investment Banking Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Global Markets Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . International Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Center and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsubishi UFJ NICOS: Business Marketing Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Risk Management & Risk Assets Administration Division . . . . . . . . . . . . . . . . . . . . . . . . . . . Operations Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Systems Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3 2 1 3 3 1 0 2 2 2 1 1 0 0 2 100% 146 Location Bank of Tokyo-Mitsubishi UFJ: Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsubishi UFJ Trust and Banking Corporation: Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsubishi UFJ Securities Holdings: Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsubishi UFJ NICOS: Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia/Oceania excluding Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43% 17 2 10 1 12 0 1 0 7 0 1 0 4 0 0 0 2 100% Most of our employees are members of an employees’ union, which negotiates on behalf of employees in relation to remuneration and working conditions. We believe our labor relations to be good. E. Share Ownership The information required by this item is set forth in “—B. Compensation.” 147 Item 7. Major Shareholders and Related Party Transactions. A. Major Shareholders Common Stock As of March 31, 2013, we had 760,871 registered shareholders of our common stock. The ten largest holders of our common stock appearing on the register of shareholders as of March 31, 2013, and the number and the percentage of such shares held by each of them, were as follows: Name Number of shares held Percentage of total shares in issue . . . . . . . . . . . . . . . . . . . Japan Trustee Services Bank, Ltd. (Trust account)(1) The Master Trust Bank of Japan, Ltd. (Trust account)(1) . . . . . . . . . . . . . . . . SSBT OD05 Omnibus Account—Treaty Clients . . . . . . . . . . . . . . . . . . . . . . Japan Trustee Services Bank, Ltd. (Trust account 9)(1) . . . . . . . . . . . . . . . . . . State Street Bank and Trust Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Chase Manhattan Bank, N.A. London Secs Lending Omnibus Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nippon Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meiji Yasuda Life Insurance Company(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Bank of New York Mellon as Depositary Bank for DR Holders(3) . . . . . Toyota Motor Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 798,790,300 616,039,200 365,558,591 279,460,500 241,263,142 231,783,920 214,203,153 175,000,000 162,891,870 149,263,153 5.64% 4.35 2.58 1.97 1.70 1.63 1.51 1.23 1.15 1.05 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,234,253,829 22.84% Notes: (1) (2) These shares are those held in a pension trust account with The Master Trust Bank of Japan, Ltd. for the benefit of retirement plans with Includes the shares held in trust accounts, which do not disclose the names of beneficiaries. voting rights retained by Meiji Yasuda Life Insurance Company. (3) An owner of record for our American depositary shares. As of March 31, 2013, 1,211,976 shares, representing less than 0.01% of our outstanding common stock, were held by our directors and corporate auditors. Our major shareholders do not have different voting rights. As of March 31, 2013, 1,902,312,946 shares, representing 13.43% of our outstanding common stock, were owned by 343 U.S. shareholders of record who are resident in the United States, one of whom is the ADR depository’s nominee holding 162,891,870 shares, or 1.15%, of our issued common stock. Preferred Stock No holder of our preferred stock has the right to vote at a general meeting of shareholders, except: ‰ 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, unless and until such time as a resolution of an ordinary general meeting of shareholders declaring a preferred dividend is passed. Holders of our preferred stock are entitled to vote at a meeting separately held for their respective classes of preferred stock in accordance with the Company Law. A resolution of a separate meeting of class shareholders is required for the following actions, but only if the action is likely to prejudice the interests of the relevant class shareholders: ‰ an amendment to our articles of incorporation to (a) create a new class of shares, (b) change the terms of shares, or (c) increase the total number of authorized shares or the total number of authorized shares of a 148 class of stock, except in some cases, such as an amendment to change a class of stock to callable stock, the resolution of, or the unanimous consent from, relevant class shareholders is required, regardless of whether the action is likely to prejudice their interests; ‰ ‰ ‰ ‰ ‰ a consolidation of shares; a share split; an allotment of shares to our existing shareholders; an allotment of stock acquisition rights to our existing shareholders; and a merger, corporate split, stock for stock exchange, or stock for stock transfer. Class 11 preferred stock is convertible into shares of our common stock as described in “Item 10.B. Additional Information—Memorandum and Articles of Association.” The shareholders of our preferred stock, appearing on the register of shareholders as of March 31, 2013, and the number and the percentage of such shares held by each of them, were as follows: First series of class 5 preferred stock Name Number of shares held Percentage of total shares in issue Nippon Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meiji Yasuda Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taiyo Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Daido Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tokio Marine & Nichido Fire Insurance Co., Ltd. . . . . . . . . . . . . . . . . . . . . . Nipponkoa Insurance Company, Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aioi Nissay Dowa Insurance Co., Ltd. 40,000,000 40,000,000 20,000,000 20,000,000 20,000,000 12,000,000 4,000,000 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156,000,000 25.64% 25.64 12.82 12.82 12.82 7.69 2.56 100% Class 11 preferred stock Name 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000 100% 100% B. Related Party Transactions We converted the convertible preferred stock issued to us by Morgan Stanley into Morgan Stanley’s common stock in June 2011, resulting in us holding approximately 22.4% of the voting rights in Morgan Stanley, and appointed a second representative to Morgan Stanley’s board of directors in July 2011. As a result, Morgan Stanley became our equity-method affiliate. As of March 31, 2013, we held approximately 22.0% of the voting rights in Morgan Stanley and had two representatives appointed to Morgan Stanley’s board of directors. We and Morgan Stanley continue to pursue a variety of business opportunities in Japan and abroad in accordance with the global strategic alliance. In April 2011, MUSHD made a ¥30 billion capital contribution to MUMSS. In November 2011, we and Morgan Stanley made an additional ¥45 billion of capital contributions to MUMSS. As of March 31, 2013, we hold a 60% economic interest and a 60% voting interest in MUMSS while Morgan Stanley continues to hold the remaining 40% economic interest and 40% voting interest in MUMSS. 149 For a detailed discussion of the foregoing transactions relating to our global alliance and securities joint venture with Morgan Stanley, see “Item 4.B. Information on the Company—Business Overview—Global Strategic Alliance with Morgan Stanley.” We and our banking subsidiaries 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, 2013, 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 corporate auditors, nor any 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 corporate auditors other than in the normal course of business, on normal commercial terms and conditions, involving the normal risk of collectibility, and presenting normal features. In addition, 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 corporate auditors. No arrangement or understanding exists between any of our directors or corporate auditors and any other person pursuant to which any director or corporate auditor was elected to their position at MUFG. As part of our compensation structure, we have granted stock acquisition rights to our directors and corporate auditors. For a detailed discussion of the stock acquisition rights, see “Item 6.B. Directors, Senior Management and Employees—Compensation.” C. Interests of Experts and Counsel Not applicable. 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 and other legal proceedings, including regulatory actions. Although the final resolution of any such matters and proceedings could have a material effect on our consolidated operating results for a particular reporting period, based on our current knowledge and consultation with legal counsel, we believe the current litigation matters and other legal proceedings, when ultimately determined, will not materially affect our results of operations or financial position. For more information, see “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—We may become subject to regulatory actions or other legal proceedings relating to our transactions or other aspects of our operations, which could result in significant financial losses, restrictions on our operations and damage to our reputation.” 150 Distributions Our board of directors submits a recommendation for a year-end dividend for our shareholders’ approval at the ordinary general meeting of shareholders customarily held in June of each year. The year-end dividend is usually distributed immediately following shareholders’ approval to holders of record at the end of the preceding fiscal year. In addition to year-end dividends, we may make cash distributions by way of interim dividends to shareholders of record as of September 30 of each year as distribution of surplus by resolution of our board of directors. On June 27, 2013, we paid year-end dividends in the amount of ¥7 per share of common stock for the fiscal year ended March 31, 2013. See “Item 10.B. Additional Information—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 U.S. dollars and transfer the resulting U.S. dollars to the United States, to convert all cash dividends that it receives in respect of deposited shares into U.S. 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” and “Item 12.D. Description of Securities Other than Equity Securities—American Depositary Shares.” 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. 151 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, or the TSE, and of the ADSs on the New York Stock Exchange, or the NYSE: Price per share on the TSE Price per ADS on the NYSE Fiscal year ended March 31, 2009 . . . . . . . . . . . . . . . . . . . . . Fiscal year ended March 31, 2010 . . . . . . . . . . . . . . . . . . . . . Fiscal year ended March 31, 2011 . . . . . . . . . . . . . . . . . . . . . Fiscal year ended March 31, 2012 First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal year ended March 31, 2013 First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal year ending March 31, 2014 April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July (through July 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (yen) High 1,173 699 520 404 419 362 448 427 398 462 592 548 592 679 750 625 658 Low 377 437 321 355 322 318 325 328 349 345 449 499 509 515 585 552 614 (U.S.$) High 11.11 6.84 5.68 4.98 5.29 4.68 5.36 5.16 4.97 5.42 6.10 5.83 6.10 6.88 7.31 6.29 6.46 Low 3.71 4.79 4.44 4.36 4.06 4.01 4.23 4.16 4.44 4.24 5.19 5.45 5.58 5.59 5.85 5.52 6.23 B. Plan of Distribution Not applicable. C. Markets The primary market for our common stock is the TSE. Our common stock is also listed on the Osaka Securities Exchange and the Nagoya Stock Exchange in Japan. ADSs, each representing one 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. 152 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 provides 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 businesses 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, also known as the Companies Act) as they relate to a type of joint stock company known as kabushiki kaisha, within which we fall. 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. As of June 27, 2013, our authorized common share capital was comprised of 33,000,000,000 shares of common stock with no par value. As of March 31, 2013, a total of 14,158,585,720 shares of common stock (including 4,374,857 shares of common stock held by us and our consolidated subsidiaries as treasury stock) had been issued. Each of the shares issued and outstanding was fully paid and non-assessable. As of June 27, 2013, we were authorized to issue 800,001,000 shares of preferred stock, including 400,000,000 shares of each of the first to fourth series of class 5 preferred stock (provided the aggregate number of shares authorized to be issued with respect to the four series of class 5 preferred stock does not exceed 400,000,000 shares), 200,000,000 shares of each of the first to fourth series of class 6 preferred stock (provided the aggregate number of shares authorized to be issued with respect to the four series of class 6 preferred stock does not exceed 200,000,000 shares), 200,000,000 shares of each of the first to fourth series of class 7 preferred stock (provided the aggregate number of shares authorized to be issued with respect to the four series of class 7 preferred stock does not exceed 200,000,000 shares), and 1,000 shares of class 11 preferred stock. As of March 31, 2013, we had 156,000,000 shares of first series of class 5 preferred stock and 1,000 shares of class 11 preferred stock issued and outstanding. 153 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’ special approval. In order to assert shareholder rights against us, a shareholder must have its name and address registered on our register of shareholders, in accordance with the Company Law and our share handling regulations. 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 shareholder rights other than as provided in the agreement among us, the depositary and the holders of the ADSs. Under the Law Concerning Book-Entry Transfer of Corporate Bonds, Stocks etc., the shares of all Japanese companies listed on any Japanese stock exchange, including our shares, are traded without share certificates through entry in the books maintained under a 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 a 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 a 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 are in principle required 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); (b) the normal term of office of our directors is one year; and (c) 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 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 “—B. Memorandum and Articles of Association—Common Stock—Voting Rights.” 154 Under the Company Law, we may make distributions 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 distributions 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; (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 set out in an ordinance of the Ministry of Justice; and (4) other amounts as 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 previously, generally by resolution of a general meeting of 155 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 shareholders and, if so resolved in the same resolution, such reduction 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 authorized share capital to cover the number of shares to be increased by 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. We must give public notice of the stock split, specifying a record date at least two weeks prior to the record date. We conducted a stock split pursuant to which each of our shares of common and preferred stock were split into 1,000 shares of the respective classes of securities, effective as of September 30, 2007. Our Articles of Incorporation were amended to increase the authorized share capital to cover the number of shares increased by the stock split, which amendment became effective simultaneously with the effectiveness of the stock split. Unit Share (tan-gen kabu) System We have adopted a unit share system, where 100 shares of either common or preferred stock shall each constitute a unit, as the amendment of our Articles of Incorporation to provide for such system was approved at the shareholders’ meetings on June 27 and 28, 2007. Under the unit share system, each unit is entitled to one voting right. A holder of less than one unit has no voting right. Our Articles of Incorporation provide that 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, including rights (i) to receive dividends, (ii) to receive cash or other assets in case of consolidation or split of shares, stock-for-stock exchange or stock-for-stock transfer, corporate split or merger or (iii) to be allotted rights to subscribe for free for new shares and stock acquisition rights when such rights are granted to shareholders. Shareholders may require us to purchase shares constituting less than a unit at the current market price. In addition, holders of shares constituting less than a unit may require us to sell them such number of shares, which, when combined with the number of shares already held by such holder, shall constitute a whole unit of share; provided that we will be obliged to comply with such request only when we own a sufficient number of shares to accommodate the desired sale and purchase. 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 who are entitled to vote at the relevant general meeting of 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 156 minimum voting rights, minimum percentage and time period necessary for exercising the minority shareholder rights described above may be decreased or shortened if our Articles of Incorporation so provide. Our Articles of Incorporation currently contain no such provisions. Voting Rights A holder of shares of our common stock is generally entitled to one voting right for each unit of common stock held. The following shares of common stock are not entitled to voting rights even when such shares constitute a whole unit, and such shares of common stock are not considered when determining whether a quorum exists for a shareholders’ meeting: ‰ ‰ ‰ treasury stock; shares held by a company in which we and/or our subsidiaries own 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, and fractional shareholders becoming a shareholder of a whole unit share. On the other hand, holders of certain class of preferred stock shall be entitled to a voting right for each unit of preferred stock held under certain conditions provided for by relevant laws or regulations and our Articles of Incorporation, for example, when a proposal to pay the full amount of preferential dividends on any class of preferred stock in compliance with the terms of such preferred stock 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. 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: ‰ ‰ ‰ ‰ ‰ ‰ ‰ ‰ ‰ ‰ ‰ 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 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, except in some limited circumstances; 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; 157 ‰ ‰ 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. Our Articles of Incorporation do not include any provision that grants shareholders cumulative voting rights at elections of directors or corporate auditors. Subscription Rights Holders of our 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. 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 shares 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. 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), the determination of shareholders entitled to vote at ordinary general meetings of our shareholders, and the determination of class 158 shareholders entitled to vote at meetings of our class shareholders if any matter to be resolved at an ordinary general meeting of our shareholders requires a resolution by our class shareholders in addition to a resolution by 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: ‰ ‰ ‰ ‰ ‰ 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 notice thereof 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 notice thereof to all of the shareholders (if we repurchase any class of preferred stock, notices to all shareholders of the relevant class of preferred stock); 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 restrictions 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, 2013, we (excluding our subsidiaries) owned 142,770 shares of treasury stock. 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 stock 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, 2013, we were authorized under our Articles of Incorporation to issue five classes of preferred stock totaling 920,001,000 shares of preferred stock. On June 27, 2013, our Articles of Incorporation were amended to eliminate 120,000,000 shares of class 3 preferred stock. As of June 27, 2013, we were authorized under our Articles of Incorporation to issue four classes of preferred stock totaling 800,001,000 shares 159 of preferred stock, including 400,000,000 shares of each of the first to fourth series of class 5 preferred stock (provided the aggregate number of shares authorized to be issued with respect to the four series of class 5 preferred stock does not exceed 400,000,000 shares), 200,000,000 shares of each of the first to fourth series of class 6 preferred stock (provided the aggregate number of shares authorized to be issued with respect to the four series of class 6 preferred stock does not exceed 200,000,000 shares), 200,000,000 shares of each of the first to fourth series of class 7 preferred stock (provided the aggregate number of shares authorized to be issued with respect to the four series of class 7 preferred stock does not exceed 200,000,000 shares) and 1,000 shares of class 11 preferred stock. Our preferred stock has equal preference over our shares of common stock with respect to dividend entitlements and distribution of assets upon our liquidation. However, holders of shares of our preferred stock are not entitled to vote at general meetings of shareholders, subject to the exceptions provided under our Articles of Incorporation. As of March 31, 2013, 156,000,000 shares of first series class 5 preferred stock and 1,000 shares of class 11 preferred stock had been outstanding, but there were no shares of class 6 or 7 preferred stock outstanding. 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. We may acquire shares of first to fourth series of class 5 and first to fourth series of class 6 preferred stock at our discretion pursuant to the terms and conditions provided by our Articles of Incorporation and the resolution of our board of directors. The provisions for acquisition of shares of first to fourth series of class 5 and first to fourth series of class 6 preferred stock will be determined by the board of directors at the time of issuance of such preferred stock. When issued, any holder of shares of first to fourth series of class 6 preferred stock or first to fourth series of class 7 preferred stock may request acquisition of shares of such preferred stock in exchange for shares of our common stock during the period determined by resolution of the board of directors adopted at the time of issuance of such shares of preferred stock. Any shares of first to fourth series of class 6 preferred stock or first to fourth series of class 7 preferred stock for which no request for acquisition in exchange for shares of our 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 share of preferred stock 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 shares of class 11 preferred stock may request acquisition of shares of the relevant preferred stock in exchange for shares of our common stock during the period as provided for in the attachment to our Articles of Incorporation. Any shares of class 11 preferred stock for which no request for acquisition in exchange for shares of our 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 share of preferred stock 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. Additionally, in order to enable the relevant preferred stock to meet the criteria for Additional Tier 1 capital under Basel III requirements as adopted by the FSA and became effective on March 31, 2013, the terms of the second to fourth series of class 5 as well as all the series of class 6 and class 7 preferred stock were amended in June 2013 to have mandatory acquisition provisions. When newly issuing these preferred stock, the board of directors will determine events that will require us to acquire the relevant preferred stock pursuant to the capital adequacy requirements applicable to us. Upon the occurrence of such events, we will acquire all the relevant preferred stock on an acquisition date, which is a date determined by the board of directors either at the time of the issuance or after the occurrence of such event. We shall acquire the relevant preferred stock in exchange for common stock or for no consideration as determined by the board of directors at the time of the issuance, considering certain factors including the market conditions. The formula to be used in exchanging the preferred stock for common stock will also be determined by the board of directors at the time of the issuance. For more information, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Capital adequacy.” 160 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: ‰ ‰ ‰ ‰ ‰ first series of class 5 preferred stock: ¥115.00 per share; second to fourth series of class 5 preferred stock: to be set by resolution of our board of directors at the time of issuance, up to a maximum of ¥250.00 per share; first to fourth series of class 6 preferred stock: to be set by resolution of our board of directors at the time of issuance, up to a maximum of ¥125.00 per share; first to fourth series of class 7 preferred stock: to be set by resolution of our board of directors at the time of issuance, up to a maximum of ¥125.00 per share; and class 11 preferred stock: ¥5.30 per share. In the event that our board of directors decides to pay an interim dividend to holders of record 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 holders of record of our preferred stock as of September 30 of the same year. 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. 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: ‰ ‰ ‰ ‰ ¥2,500 per share of first to fourth series of class 5 preferred stock; ¥2,500 per share of first to fourth series of class 6 preferred stock; ¥2,500 per share of first to fourth series of class 7 preferred stock; and ¥1,000 per share of class 11 preferred stock. 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. 161 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 unit of preferred stock 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. For more information, see “Item 7.A. Major Shareholders and Related Party Transactions—Major Shareholders—Preferred Stock.” American Depositary Shares The Bank of New York Mellon will issue American depositary receipts, or ADRs. Each ADR will represent ownership interests in American depositary shares, or ADSs. As a result of the 1,000-for-one stock split that became effective on September 30, 2007, each ADS represents one 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 Mellon, acting as depositary. Each ADS will also represent securities, cash or other property deposited with The Bank of New York Mellon but not distributed to ADS holders. The Bank of New York Mellon’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. The Bank of New York Mellon 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 Mellon are set out in a deposit agreement among us, The Bank of New York Mellon 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 Mellon 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 Mellon will convert any cash dividend or other cash distribution we pay on our common stock into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the 162 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 Mellon to distribute the Japanese yen only to those ADS holders to whom it is possible to do so. The Bank of New York Mellon will hold the Japanese yen it cannot convert for the account of the ADS holders who have not been paid. It will not invest the Japanese 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 “—E. Taxation—Japanese Taxation.” The Bank of New York Mellon will distribute only whole U.S. 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 Mellon cannot convert the Japanese currency, you may lose some or all of the value of the distribution. Shares. The Bank of New York Mellon may distribute new ADSs representing any shares we may distribute as a dividend or free distribution, if we furnish The Bank of New York Mellon promptly with satisfactory evidence that it is legal to do so. The Bank of New York Mellon 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 Mellon 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 Mellon may, after consultation with us, make those rights available to you. We must first instruct The Bank of New York Mellon 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 Mellon decides that it is practical to sell the rights, The Bank of New York Mellon will sell the rights and distribute the proceeds in the same way as it distributes cash dividends. The Bank of New York Mellon 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 Mellon 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 Mellon 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 Mellon 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 Mellon will not offer you rights unless those rights and the securities to which the rights relate 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 Mellon 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 Mellon 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 Mellon 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 Mellon to make them available to you. 163 Deposit, Withdrawal and Cancellation The Bank of New York Mellon 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 Mellon 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 Mellon 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 under 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; and 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 Mellon’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 Mellon 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 Mellon will deliver the deposited securities at its Corporate Trust Office. As a result of the stock split and the adoption of the unit share system on September 30, 2007, the ADSs may only be presented for cancellation and release of the underlying shares of common stock or other deposited securities in multiples of 100 ADSs. Holders of ADRs evidencing less than 100 ADSs are not entitled to delivery of any underlying shares or other deposited securities unless ADRs, together with other ADRs presented by the same holder at the same time, represent in the aggregate at least 100 ADSs. If any ADSs are surrendered but not cancelled pursuant to the preceding sentence, The Bank of New York Mellon will execute and deliver an ADR or ADRs evidencing the balance of ADSs not so cancelled to the person or persons surrendering the same. Voting Rights If you are an ADS holder on a record date fixed by The Bank of New York Mellon, you may instruct The Bank of New York Mellon 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 Mellon 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 Mellon 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 Mellon 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 Mellon for such purpose, The Bank of New York Mellon shall endeavor in so far as practicable to vote or cause to 164 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 Mellon 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 Mellon, 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 Mellon 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 Mellon 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 Mellon 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 Mellon for such purpose, The Bank of New York Mellon shall deem you to have instructed The Bank of New York Mellon to give a discretionary proxy to a person designated by us with respect to such deposited securities and The Bank of New York Mellon 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 Mellon (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 Mellon to vote your shares. In addition, The Bank of New York Mellon 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. Fees and Expenses See “Item 12.D. Description of Securities Other than Equity Securities—American Depositary Shares.” 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 Mellon 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: ‰ ‰ ‰ 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, then, (1) the cash, shares or other securities received by The Bank of New York Mellon 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 Mellon 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. 165 Amendment and Termination We may agree with The Bank of New York Mellon 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 expenses, or prejudices an important right of ADS holders, it will only become effective three months after The Bank of New York Mellon 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 Mellon 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 Mellon may also terminate the deposit agreement if The Bank of New York Mellon 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 Mellon 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 Mellon. At any time after one year following termination, The Bank of New York Mellon may sell any remaining deposited securities. After that, The Bank of New York Mellon 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 Mellon’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 Mellon. Limitations on Obligations and Liability to ADS Holders The deposit agreement expressly limits our obligations and the obligations of The Bank of New York Mellon. It also limits our liability and the liability of The Bank of New York Mellon. We and The Bank of New York Mellon: ‰ ‰ ‰ ‰ 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. 166 In the deposit agreement, we and The Bank of New York Mellon 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 Mellon 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; 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 Mellon 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 Mellon 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 Mellon 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 Mellon 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 Mellon will also send you copies of those reports it receives from us. Inspection of Transfer Books The Bank of New York Mellon 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 Except as described elsewhere in this Annual Report, all material contracts entered into by us in the past two years preceding the filing of this Annual Report were entered into in the ordinary course of business. 167 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, 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 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 ADS outside Japan for non-Japanese currency. “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: ‰ ‰ ‰ ‰ non resident individuals; 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 directly or indirectly 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 by the fifteenth day of the month immediately following the month to which the date of such acquisition belongs. 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 168 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 Financial Instruments 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 financial instruments 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. 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, shares 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 financial instruments 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 of our common stock 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 of our common stock 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 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, or the Tax Convention, a U.S. holder of ADSs will be treated as the owner of the shares of our common stock underlying the ADSs evidenced by the ADRs. Generally, a non-resident holder of shares of our common stock 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 rate of withholding tax, the rate of Japanese withholding tax applicable to dividends paid by us to non-resident holders is (i) 7.147% for dividends to be paid on or before December 31, 2013, (ii) 15.315% for dividends to be paid on or after January 1, 2014 but on or before December 31, 2037 and (iii) 15% for dividends to be paid thereafter, except for dividends paid to any individual non-resident holder who holds 3% or more of our issued shares for which the applicable rate is (a) 20.42% for dividends to be paid on or before December 31, 2037 and (b) 20% for dividends to be paid thereafter, pursuant to Japanese tax law. 169 The Tax Convention establishes the maximum rate of Japanese withholding tax which may be imposed on dividends paid to a U.S. 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 U.S. 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 and satisfies certain other requirements. U.S. holders (as defined below) are urged to consult their own tax advisors with respect to their eligibility for benefits under 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 as stated above shall be applicable. Non-resident holders of shares who are entitled to a reduced rate of Japanese withholding tax on payments of dividends on the shares of our common stock or ADSs by us are required to submit an Application Form for the Income Tax Convention regarding Relief from Japanese Income Tax on Dividends, or an Application Form for the Income Tax Convention, in advance through a paying handling agent 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. Those non-resident holders who receive dividends on listed shares through a paying handling agent may select a different procedure with respect to dividends payable on or after January 1, 2014. Under that procedure, the non-resident holders who submit a special application form to the relevant tax authority through the paying handling agent are deemed to submit the Application Form for the Income Tax Convention with respect to any dividend which will be paid by us to the non-resident holders through the paying handling agent thereafter, provided that the non-resident holders shall notify the paying handling agent of certain information regarding the dividends before the payment of the dividends. 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 of our common stock or ADSs 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 of our common stock 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 of our common stock 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 U.S. federal income tax consequences of the ownership of shares and ADSs by a U.S. holder, as defined below. This summary is based on U.S. federal income tax laws, including the U.S. Internal Revenue Code of 1986, or the Code, its legislative history, existing and proposed Treasury regulations thereunder, published rulings and court decisions, and the Tax Convention (as defined above), all of which are subject to change, possibly with retroactive effect. The following summary is not a complete analysis or description of all potential U.S. federal income tax consequences to a particular U.S. holder. It does not address all U.S. 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 170 currency” is not the U.S. 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: ‰ ‰ ‰ ‰ a citizen or resident of the United States as determined for U.S. federal income tax purposes; a corporation or other entity taxable as a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; 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 (1) the supervision of a court within the United States and (2) the control of one or more U.S. 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 U.S. person. 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 U.S. 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 the assumption that each obligation under the deposit agreement and any related agreement will be performed in accordance with its respective terms. Subject to the discussion in the next paragraph, for U.S. federal income tax purposes, holders of ADSs will be treated as the owners of the shares represented by the ADSs. Accordingly, withdrawals or deposits of shares in exchange for ADSs generally will not be subject to U.S. federal income tax. The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the beneficial ownership of the underlying shares (for example, pre-releasing ADSs to persons who do not have beneficial ownership of the securities underlying the ADSs). Accordingly, the discussion on the creditability of Japanese taxes and the availability of the reduced rate of tax for dividends received by certain non-corporate U.S. holders, each as described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of ADSs and us if, as a result of such actions, the holders of ADSs are not properly treated as beneficial owners of the underlying shares. We are not aware of any intention to take any such actions, and accordingly, the remainder of this discussion assumes that holders of ADSs will be properly treated as beneficial owners of the underlying shares. Special adverse U.S. 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, as discussed in more detail below. 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. 171 Taxation of Dividends Subject to the application of the PFIC rules discussed below, 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 our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), as ordinary income in their gross income. As discussed below, for certain U.S. holders, dividends may be eligible for a reduced rate of taxation. 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 U.S. corporations in respect of dividends received from other U.S. 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. However, we do not maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, and U.S. holders should therefore assume that any distribution by us with respect to shares or ADSs will constitute ordinary dividend income. The amount of the dividend will be the U.S. dollar value of the Japanese yen payments received. This value will be determined at the spot Japanese yen/U.S. dollar rate on the 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 U.S. dollars at that time. If the Japanese yen received as a dividend are not converted into U.S. dollars on the date of receipt, a U.S. holder will have basis in such Japanese yen equal to their U.S. 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. If the Japanese yen received as a dividend are converted into U.S. dollars on the date of receipt, a U.S. holder will generally not be required to recognize foreign currency gain or loss in respect of the dividend income. If a U.S. holder is eligible for benefits under the Tax Convention, the holder may be able to claim a reduced rate of Japanese withholding tax. All U.S. holders should consult their tax advisors about their eligibility for reduction of Japanese withholding tax. A U.S. holder may claim a deduction or a foreign tax credit, subject to other applicable limitations, only for tax withheld at the appropriate rate. A U.S. holder should not be allowed a foreign tax credit for withholding tax for any portion of the tax that could have been avoided by claiming benefits under the Tax Convention. 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. Subject to applicable exceptions with respect to short-term and hedged positions, qualified dividends received by non-corporate U.S. holders from a qualified corporation may be eligible for reduced rates of taxation. Qualified corporations include those foreign corporations eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department determines to be satisfactory for these purposes and that includes an exchange of information provision. The Tax Convention meets these requirements. We believe that we are a qualified foreign corporation and that dividends received by U.S. investors with respect to our shares or ADSs will be qualified dividends. 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. Passive Foreign Investment Company Considerations Special adverse U.S. federal income tax rules apply if a U.S. holder holds shares or ADSs of a company that is treated as a PFIC, for any taxable year during which the U.S. holder held shares or ADSs. A foreign 172 corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income is passive income (the “income test”), or (ii) 50% or more of the average fair market value of its assets (determined quarterly) is attributable to assets that produce or are held for the production of passive income (the “asset test”). For this purpose, passive income generally includes dividends, interest, royalties, rents and certain gains from the sale of stock and securities. If a foreign corporation owns at least 25% (by value) of the stock of another corporation, the corporation will be treated, for purposes of the PFIC tests, as owning a proportionate share of the other corporation’s assets and receiving its proportionate share of the other corporation’s income. The determination of whether a foreign corporation is a PFIC is made annually. Proposed Treasury regulations convert what would otherwise be passive income into non-passive income when such income is banking income earned by an active bank. Based upon these proposed Treasury regulations and certain IRS guidance relating to the treatment of certain qualifying government bonds, and upon certain management estimates and assumptions, we do not believe that we were a PFIC for the year ended March 31, 2013 because we did not meet either the income test or the asset test. The determination of whether we are a PFIC must be made annually and involves a fact-intensive analysis based upon, among other things, the composition of our income and assets and the value of our assets from time to time. It is possible that we may become a PFIC in the fiscal year ending March 31, 2014 or any future taxable year due to changes in our income or asset composition. In addition, a decrease in the price of our shares may also result in our becoming a PFIC. Furthermore, there can be no assurance that the above-described proposed Treasury regulations will be finalized in their current form or that the above IRS guidance which is scheduled to expire for taxable years beginning after 2013 will continue to apply. Moreover, the application of the proposed Treasury regulations is not clear. If we were classified as a PFIC in any year during which a U.S. holder owns shares or ADSs and the U.S. holder does not make a “mark-to-market” election, as discussed below, we generally would continue to be treated as a PFIC as to such U.S. holder in all succeeding years, regardless of whether we continue to meet the income or asset test discussed above. U.S. Holders are urged to consult their own tax advisors with respect to the tax consequences to them if we were to become a PFIC for any taxable year in which they own our shares or ADSs. If we were classified as a PFIC for any taxable year during which a U.S. holder holds our shares or ADSs, the U.S. holder would generally not receive capital gains treatment upon the sale of the shares or ADSs and would be subject to increased tax liability (generally including an interest charge) upon the sale or other disposition of the shares or ADSs or upon the receipt of certain distributions treated as “excess distributions,” unless the U.S. holder makes the mark-to-market election described below. An excess distribution generally would be any distribution to a U.S. holder with respect to shares or ADSs during a single taxable year that is greater than 125% of the average annual distributions received by a U.S. holder with respect to shares or ADSs during the three preceding taxable years or, if shorter, during the U.S. holder’s holding period for the shares or ADSs. Mark-to-Market Election. If the shares or ADSs are regularly traded on a registered national securities exchange or certain other exchanges or markets, then such shares or ADSs would constitute “marketable stock” for purposes of the PFIC rules, and a U.S. holder would not be subject to the foregoing PFIC rules if such holder made a mark-to-market election. After making such an election, the U.S. holder generally would include as ordinary income each year during which the election is in effect and during which we are a PFIC the excess, if any, of the fair market value of our shares or ADSs at the end of the taxable year over such holder’s adjusted basis in such shares or ADSs. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. A U.S. holder also would be allowed to take an ordinary loss in respect of the excess, if any, of the holder’s adjusted basis in our shares or ADSs over their fair market value at the end of the taxable year (but only to the extent of the net amount of income that was previously included as a result of the mark-to-market election). A U.S. holder’s tax basis in our shares or ADSs would be adjusted to reflect any income or loss amounts resulting from a mark-to-market election. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the shares or ADSs cease to qualify as “marketable stock” for purposes of the PFIC rules or the Internal Revenue Service consented to the revocation of the election. In the event that we are 173 classified as a PFIC, U.S. holders are urged to consult their tax advisors regarding the availability of the mark-to- market election, and whether the election would be advisable in the holder’s particular circumstances. QEF Election. The PFIC rules outlined above also would not apply to a U.S. holder if such holder alternatively elected to treat us as a “qualified electing fund” or “QEF.” An election to treat us as a QEF will not be available, however, if we do not provide the information necessary to make such an election. We will not provide U.S. holders with the information necessary to make a QEF election, and thus, the QEF election will not be available with respect to our shares. Notwithstanding any election made with respect to our shares, dividends received with respect to our shares will not constitute “qualified dividend income” if we are a PFIC in either the year of the distribution or the preceding taxable year. Dividends that do not constitute qualified dividend income are not eligible for taxation at the reduced tax rate described above in “—Taxation of Dividends.” Instead, such dividends would be subject to tax at ordinary income rates. If a U.S. holder owns shares or ADSs during any year in which we are a PFIC, the U.S. holder must also file IRS Form 8621 regarding distributions received on the shares or ADSs, any gain realized on the shares or ADSs, and any “reportable election” in accordance with the instructions to such form. In addition, each U.S. holder is required to file a separate IRS Form 8621 if such U.S. holder owns shares or ADSs during any year in which we are a PFIC whether or not such U.S. holder received distributions on the shares or ADSs, realized a gain on the shares or ADSs or made a “reportable election” during such year. U.S. holders are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of holding shares or ADSs if the Company were considered a PFIC in any taxable year. Taxation of Capital Gains Subject to the application of the PFIC rules discussed above, upon a sale or other disposition of shares or ADSs, a U.S. holder will recognize a gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized and the U.S. holder’s tax basis, determined in U.S. dollars, in such shares or ADSs. Such gains or losses will be capital gains or losses and will be long-term capital gains or losses if the U.S. holder’s holding period for such shares or ADSs exceeds one year. Long-term capital gains of non-corporate U.S. holders (including individuals) are generally eligible for reduced rates of taxation. 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 gains or losses 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. The deductibility of capital losses is subject to limitations under the Code. 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 ADSs, 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 other exempt recipient, 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. Backup withholding is not an additional tax. Any amount withheld under these rules will be creditable against the U.S. holder’s U.S. federal income tax liability or refundable to the extent that it exceeds such liability if the U.S. holder provides the 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 174 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. In addition, certain U.S. holders who are individuals that hold certain foreign financial assets (which may include our shares or ADSs) to report information relating to such assets, subject to certain exceptions. U.S. Holders should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of our shares and ADSs. Additional Tax on Investment Income U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, shares or ADSs, subject to certain limitations and exceptions. 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, NE, Washington, DC 20549. Please call the SEC at 1-800-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). 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 our business environment have occurred as a result of globalization of the financial industry, the advancement of information technology, and changes in economic conditions. We aim to be a global and comprehensive financial group encompassing leading commercial and trust banks, and securities firms. Risk management plays an increasingly important role as the risks faced by financial groups such as us increase in scope and variety. We identify various risks arising from businesses based on uniform criteria, and implement integrated risk management to ensure a stronger financial condition and to maximize shareholder value. Based on this policy, we identify, measure, control and monitor a wide variety of risks so as to achieve a stable balance between earnings and risks. We undertake risk management to create an appropriate capital structure and to achieve optimal allocation of resources. 175 Risk Classification At the holding company level, we broadly classify and define risk categories faced by the Group including those that are summarized below. Group companies perform more detailed risk management based on their respective operations. Type of Risk Credit Risk Market Risk Liquidity Risk Operational Risk ‰ Operations Risk Definition The risk of financial loss in credit assets (including off-balance sheet instruments) caused by deterioration in the credit conditions of counterparties. This category includes country risk. Market risk is the risk of financial loss where the value of our assets and liabilities could be adversely affected by changes in market variables such as interest rates, securities prices and foreign exchange rates. Market liquidity risk is the risk of financial loss caused by the inability to secure market transactions at the required volume or price levels as a result of market turbulence or lack of trading liquidity. The risk of incurring loss 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. The risk of loss resulting from inadequate or failed internal processes, people or systems, or from external events. The risk of incurring loss that might be caused by negligence of correct operational processing, or by incidents or misconduct by either officers or staff, as well as other similar risks. ‰ Information Asset Risk The risk of loss caused by loss, alteration, falsification or leakage of information, or by destruction, disruption, errors or misuse of information systems, as well as other similar risks. The risk of loss due to deterioration in reputation as a consequence of the spread of rumors among customers or in the market, or as a consequence of inadequate response to a particular circumstance by MUFG, as well as other similar risks. ‰ Reputation Risk Risk Management System We have adopted an integrated risk management system to promote close cooperation among the holding company and group companies. The holding company and the major subsidiaries (which include BTMU, MUTB and MUSHD) each appoint a chief risk officer and establish an independent risk management division. The board of directors of the holding company determines risk management policies for various type of risk based on the discussions at, and reports and recommendations from, committees established specially for risk management purposes. The holding company has established committees to assist management in managing risks relevant to the Group. For example, the Corporate Risk Management Committee and the Group Credit Management Committee each deliberate important issues regarding the risk management policy and framework for the Group and report to the Executive Committee. In addition, the Risk Committee also deliberates important issues regarding the risk management policy and framework for the Group and reports to the board of directors. Following the fundamental risk management policies determined by the board of directors, each group company establishes its own systems and procedures for identifying, analyzing and managing various types of risks from both quantitative and qualitative perspectives. The holding company seeks to enhance group wide risk identification, to integrate and improve the Group’s risk management system and related methods, to maintain asset quality, and to eliminate concentrations of specific risks. 176 Business Continuity Management In order to have a clear critical response rationale and associated decision-making criteria, we have developed systems designed to ensure that our operations are not interrupted or can be restored to normal quickly in the event of a natural disaster or system failure so as 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 the overall impact of a crisis on the Group’s business and establish task forces that could implement all countermeasures to restore full operations. We have 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. The Great East Japan Earthquake created unprecedented and extreme circumstances, an electricity power supply shortage and a need for all companies in Japan, including us, to reduce their electricity consumption. We are conducting a comprehensive review of our existing business continuity plan to more effectively respond to these circumstances as well as further extreme scenarios, such as a sudden massive blackout in major metropolitan areas in Japan. In addition, recognizing that our operations particularly in Japan are subject to the risk of earthquakes and other natural disasters as well as accidents resulting from such disasters, and that our contingency plans may not address all eventualities that may occur in the event of a material disruption to our operations, we continue to contemplate and implement measures to augment our current business continuity management framework, including enhancing our off-site back-up data storage and other information technology systems. Implementation of Basel Standards Basel II, as adopted by the FSA, has been applied to Japanese banks since March 31, 2007. Certain provisions of Basel III were adopted by the FSA effective March 31, 2013 for Japanese banking institutions with international operations conducted by their foreign offices. Basel III is based on Basel II’s comprehensive regulatory framework which is built on “three pillars”: (1) minimum capital requirements, (2) the self-regulation of financial institutions based on supervisory review process, and (3) market discipline through the disclosure of information. Based on the Basel principles, MUFG has adopted the Advanced Internal Ratings-Based Approach to calculate its capital requirements for credit risk since March 31, 2009. The Standardized Approach is used for some subsidiaries that are considered to be immaterial to our overall capital requirements, and UNBC has adopted a phased rollout of the Internal Ratings-Based Approach. MUFG has adopted the Advanced Measurement Approach since March 31, 2012 to calculate its capital requirements for operational risk, except that we use the Basic Indicator Approach for entities that are deemed to be less important in the calculation of the operational risk equivalent amount and for entities that are still preparing to implement the Advanced Measurement Approach. As for market risk, MUFG has adopted the Internal Models Approach mainly to calculate general market risk and adopted the Standardized Measurement Method to calculate specific risk. In response to the recent financial crisis, the Group of Central Bank Governors and Heads of Supervision has made a series of announcements regarding the new global regulatory framework, which has been referred to as “Basel III,” to strengthen the regulation, supervision and risk management of the banking sector. Various Basel III measures are being phased in from the calendar year 2013, including those designed to raise the level of minimum capital requirements and to establish an internationally harmonized leverage ratio and a global minimum liquidity standard. In addition, the Basel Committee on Banking Supervision has proposed additional loss absorbency requirements to supplement the Common Equity Tier 1 capital requirement ranging from 1% to 3.5% for global systemically important banks, or G-SIBs, depending on the bank’s systemic importance. The Financial Stability Board identified us as a G-SIB in its most recent annual report published in November 2012, and indicated that, as a G-SIB, we would be required to hold an additional 1.5% of Tier 1 common equity. The group of banks identified as G-SIBs is expected to be updated annually, and the first group of G-SIBs to which the stricter capital requirements will initially be applied is expected to be identified in 2014. The stricter capital requirements are expected to be implemented in phases between January 1, 2016 and December 31, 2018 and will become fully effective on January 1, 2019. 177 Based on the Basel III framework, the Japanese capital ratio framework has been revised to implement the more stringent requirements, which are being implemented in phases beginning on March 31, 2013. Likewise, local banking regulators outside of Japan, such as those in the United States, are expected to revise the capital and liquidity requirements imposed on our subsidiaries and operations in those countries to implement the more stringent requirements of Basel III as adopted in those countries. We intend to carefully monitor further developments with an aim to enhance our corporate value and maximize shareholder value by integrating the various strengths within the MUFG Group. For more information on the Basel regulatory framework and requirements, see “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation.” Credit Risk Management Credit risk is the risk of losses due to deterioration in the financial condition of a borrower. We have established risk management systems to maintain asset quality, manage credit risk exposure and achieve earnings commensurate with risk. Our major banking subsidiaries (which include BTMU and MUTB) apply a uniform credit rating system for asset evaluation and assessment, loan pricing, and quantitative measurement of credit risk. This system also underpins the calculation of capital requirements and management of credit portfolios. We continually seek to upgrade credit portfolio management, or CPM, expertise to achieve an 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 banking subsidiaries are monitored and assessed on a regular basis by the holding company to maintain and improve asset quality. A uniform credit rating and asset evaluation and assessment system is used to ensure timely and proper evaluation of all credit risks. Under our credit risk management system, each of our subsidiaries in the banking, securities, consumer finance, and leasing businesses, manages its respective credit risk on a consolidated basis based on the attributes of the risk, 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 banking subsidiaries and to issue guidance where necessary. Each major banking subsidiary has 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 extension of credit. At the management level, regular meetings of the Credit & Investment Management Committee 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 sections also undertake credit testing and evaluation to ensure appropriate credit risk management. 178 The following diagram summarizes the credit risk management framework for our major banking subsidiaries: Board of Directors/Executive Committee Credit & Investment Management Committee/ related deliberative bodies Monitoring by MUFG Credit Management Committee (cid:129)Decisions regarding important matters (cid:129)Delegation of authority (cid:129)Discussion of important matters (cid:129)Transaction report Regular report Credit administration sections Credit screening and management Business promotion sections Quantitative risk monitoring Credit risk management sections Credit testing and evaluation Credit examination sections Credit Rating System MUFG and its major banking subsidiaries use an integrated credit rating system to evaluate credit risk. The credit rating system consists primarily of borrower rating, facility risk rating, structured finance rating and asset securitization rating. Country risk is also rated on a uniform group-wide basis. Our country risk rating is reviewed periodically to take into account relevant political and economic factors, including foreign currency availability. Risk exposure for small retail loans, such as residential mortgage loans, is managed by grouping loans into various pools and assigning ratings at the pool level. Borrower rating Our borrower rating classifies borrowers into 15 grades based on evaluations of their expected debt-service capability over the next three to five years. 179 The following table sets forth our borrower grades: Definition of MUFG Borrower Rating MUFG Borrower Rating MUFG Borrower Rating Definition 1 2 3 4 5 6 7 8 9 The capacity to meet financial commitments is extremely certain, and the borrower has the highest level of creditworthiness. The capacity to meet financial commitments is highly certain, but there are some elements that may result in lower creditworthiness in the future. The capacity to meet financial commitments is sufficiently certain, but there is the possibility that creditworthiness may fall in the long run. There are no problems concerning the capacity to meet financial commitments, but there is the possibility that creditworthiness may fall in the long run. There are no problems concerning the capacity to meet financial commitments, and creditworthiness is in the middle range. There are no problems concerning the capacity to meet financial commitments presently, but there are elements that require attention if the situation changes. There are no problems concerning the capacity to meet financial commitments presently, but long-term stability is poor. There are no problems concerning the capacity to meet financial commitments presently, but long-term stability is poor, and creditworthiness is relatively low. The capacity to meet financial commitments is somewhat poor, and creditworthiness is the lowest among “Normal” customers. Borrowers who must be closely monitored because of the following business performance and financial conditions: (1) Borrowers who have problematic business performance, such as virtually delinquent 10 through 12 principal repayment or interest payment; (2) Borrowers whose business performance is unsteady, or who have unfavorable financial conditions; (3) Borrowers who have problems with loan conditions, for whom interest rates have been reduced or shelved. Although business problems are not serious or their improvement is seen to be remarkable, there are elements of potential concern with respect to the borrower’s management, and close monitoring is required. Business problems are serious, or require long-term solutions. Serious elements concerning business administration of the borrower have emerged, and subsequent debt repayment needs to be monitored closely. Borrowers who fall under the criteria of Rating 10 or 11 and have “Restructured Loans.” Borrowers who have “Loans contractually past due 90 days or more.” (As a rule, delinquent borrowers are categorized as “Likely to Become Bankrupt,” but the definition here applies to borrowers delinquent for 90 days or more because of inheritance and other special reasons.) Borrowers who pose a serious risk with respect to debt repayment, loss is likely to occur in the course of transactions. While still not bankrupt, these borrowers are in financial difficulty, with poor progress in achieving restructuring plans, and are likely to become bankrupt in the future. While not legally bankrupt, borrowers who are considered to be virtually bankrupt because they are in serious financial difficulty and have no prospects for an improvement in their business operations. Borrowers who are legally bankrupt (i.e., who have no prospects for continued business operations because of non-payment, suspension of business, voluntary liquidation, or filing for legal liquidation). 10 11 12 13 14 15 180 The Japanese regulatory authorities require Japanese banks to categorize borrowers as follows: ‰ Normal borrowers (generally corresponding to borrowers in categories 1 through 9 in our ratings), which are borrowers that are performing well, with no significant financial concerns, ‰ Borrowers requiring close watch (generally corresponding to borrowers in categories 10 through 12 in our ratings), which include loans that have been amended to allow for delays or forgiveness of interest payments, borrowers experiencing difficulty in complying with loan terms and conditions and borrowers that are recording losses or performing badly, ‰ Borrowers likely to become bankrupt (generally corresponding to borrowers in category 13 in our ratings), which relate to borrowers who pose a serious risk with respect to debt repayment, loss is likely to occur in the course of transactions. While still not bankrupt, these borrowers are in financial difficulty, with poor progress in achieving restructuring plans, and are likely to become bankrupt in the future, ‰ Virtually bankrupt borrowers (generally corresponding to borrowers in category 14 in our ratings), which are not legally bankrupt, but borrowers who are considered to be virtually bankrupt because they are in serious financial difficulty and have no prospects for an improvement in their business operations, and ‰ Bankrupt borrowers or de facto bankrupt borrowers (generally corresponding to borrowers in category 15 in our ratings), which are borrowers who are legally bankrupt (i.e., who have no prospects for continued business operations because of non-payment, suspension of business, voluntary liquidation, or filing for legal liquidation) proceedings. The primary data utilized in our assessment of borrowers include the borrower’s financial statements and notes thereto as well as other public disclosure made by the borrower. In addition, when appropriate and possible, we obtain non-public financial and operating information from borrowers, such as the borrower’s business plan, borrower’s self-evaluation of its operating assets and other borrower information about its business and products. Based on the borrower and industry information, we assign borrower ratings mainly by applying financial scoring models—either developed internally or by third party vendors, depending on the borrower’s attributes, whether the borrower is domestic or foreign, whether the borrower is a large corporation or small and medium- sized corporation, and whether the borrower is corporate entity or another type of legal entity (such as a school, hospital or fund). For example, for domestic small and medium-sized corporations, which constitute the largest borrower attribute in our current loan portfolio in terms of number of borrowers, we have adopted an internally developed financial scoring model, exclusively designed and developed for such attribute. We have selected various financial ratios that we believe to be useful and meaningful to quantitatively measure and assess the borrowers’ financial standings and repayment capability. Such financial ratios represent, among other things, borrowers’ growth, profitability, stability, cash flow, company size and capital efficiency. The model is periodically tested against historical results. The following is an illustration of some of the financial ratio we utilize as part of our financial scoring model: ‰ ‰ ‰ To measure growth: Sales growth, and growth in total assets, To measure profitability: Current profit to sales, and profit before tax to sales, and To measure stability: Equity ratio and current ratio. The financial score obtained through the models is reviewed and, when necessary, adjusted downward to reflect our qualitative assessment of the borrower’s financial strength and other factors that could affect the borrower’s ability to service the debt. For example, we take into account: capability of turning around the business (in case of borrowers with losses) or recovering positive net worth (in case of borrowers with negative net worth), industry risk, management risk, legal risk, as well as our assessment of the probability of receiving support from parent companies (if the borrower is a subsidiary of a large listed company). 181 When adjusting the results of primary financial scoring assigned to borrowers with losses, we consider the severity of losses and the possibility of improving operating results. We analyze and assess whether the loss is temporary, the trend in operating results is improving, or the loss is expected to continue for an extended period. When adjusting the results of primary financial scoring assigned to borrowers with losses or borrowers with negative net worth, we also analyze whether the borrower can return to a positive net worth, and the time period needed to achieve such recovery (one to two years, three to five years, or five years or more). In addition, adjustments based on industry risk are based on future prospects, applicable laws and regulations, and other factors surrounding the industry. Adjustments for management risk reflect our assessment of management’s track record, the composition of the management team including the board of directors, any management succession plan as well as the risk management and compliance framework of the borrower. Adjustments for legal risk are made when the borrower is facing a lawsuit and when there is a possibility of a significant claim payment related to product liability, intellectual property, environmental problems, building standard law, and other legal issues. When assessing the probability of receiving support from parent companies, various factors are examined, such as the parent company’s credit standings, whether key management personnel are sent by the parent, whether the borrower is consolidated by the parent, and the proportion of the borrower in consolidated sales and profits of the parent. In addition, we consider outside ratings, and its internal borrower ratings may be adjusted when deemed appropriate. Facility risk rating Facility risk rating is used to evaluate and classify the quality of individual credit facilities, including guarantees and collateral. Ratings are assigned by quantitatively measuring the estimated loss rate of a facility in the event of a default. Structured finance rating and asset securitization rating Structured finance rating and asset securitization rating are used to evaluate and classify the quality of individual credit facilities, including guarantees and collateral, and focus on the structure, including the applicable credit period, of each credit facility. In evaluating the debt service potential of a credit facility, we scrutinize its underlying structure to determine the likelihood of the planned future cash flows being achieved. Pool assignment Each major banking subsidiary has its own system for pooling and rating small retail loans designed to reflect the risk profile of its loan portfolios. Asset Evaluation and Assessment System The asset evaluation and assessment system is used to classify assets held by us according to the probability of collection and the risk of any impairment in value based on borrower classifications consistent with the borrower ratings and the status of collateral, guarantees, and other factors. The system is used to conduct write-offs and allocate allowances against credit risk in a timely and adequate manner. Quantitative Analysis of Credit Risk MUFG and its major banking subsidiaries manage credit risk by monitoring credit amount and expected losses, and run simulations based on internal models to estimate the maximum amount of credit risk. These models are used for internal management purposes, including loan pricing and measuring economic capital. 182 When quantifying credit risk amounts using the internal models, MUFG and its major banking subsidiaries consider various parameters, including probability of default, or PD, loss given default, or LGD, and exposure at default, or EAD, used in their borrower ratings, facility risk ratings and pool assignments as well as any credit concentration risk in particular borrower groups or industry sectors. MUFG and its major banking subsidiaries also share credit portfolio data in appropriate cases. Loan Portfolio Management We aim to achieve and maintain levels of earnings commensurate with credit risk exposure. Products are priced to take into account expected losses, based on the internal credit ratings. We assess and monitor loan amounts and credit exposure by credit rating, industry and region. Portfolios are managed to limit concentrations of risk in specific categories in accordance with our Large Credit Guidelines. To manage country risk, we have established specific credit ceilings by country. These ceilings are reviewed when there is a material change in a country’s credit standing, in addition to being subject to a regular periodic review. Continuous CPM Improvement With the prevalence of securitized products and credit derivatives in global markets, we 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, we aim 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. The following diagram summarizes our CPM framework: Credit Portfolio Management (CPM) Framework Implementation of Basel Standards Risk quantification Quantitative monitoring of credit risk Portfolio risk concentration checks Market-based advanced CPM Risk-based earnings management Risk-based pricing management E x e c u t e b u s i n e s s s t r a t e g i e s O b j e c t i v e c r e d i t r a t i n g s y s t e m Asset evaluation and assessment Appropriate write-offs and allowance Risk Management of Strategic Equity Portfolio Strategic equity investment risk is the risk of loss caused by a decline in the prices of our equity investments. We hold shares of various corporate clients for strategic purposes, in particular to maintain long-term relationships with these clients. These investments have the potential to increase business revenue and appreciate in value. At the same time, we are exposed to the risk of price fluctuation in the Japanese stock market. For that 183 reason, in recent years, it has been a high priority for us to reduce our equity portfolio to limit the risks associated with holding a large equity portfolio, but also to respond to applicable regulatory requirements as well as increasing market expectation and demands for us to reduce our equity portfolio. We are required to comply with a regulatory framework that prohibits Japanese banks from holding an amount of shares in excess of their adjusted Tier 1 capital after September 2006. We 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 (Tokyo Stock Exchange- listed) stocks (excluding foreign stock exchange-listed stocks) as of March 31, 2013 was subject to a variation of approximately ¥3.77 billion when TOPIX index moves one point in either direction. We seek 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 1 capital while generating returns commensurate with the degree of risk exposure. 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 We have adopted an integrated system to manage market risk from our trading and non-trading activities. The holding company monitors group-wide market risk, while each of the major subsidiaries manages its market risks on a consolidated and global 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, separate Asset-Liability Management, or ALM, Committee, ALM Council and Risk Management Meetings are held at each of the major subsidiaries every month to deliberate important matters related to market risk and control. The holding company and the major subsidiaries allocate economic capital commensurate with levels of market risk and determined within the scope of their capital bases. The 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, the major subsidiaries have also set limits for the maximum amount of losses arising from market activities. The following diagram summarizes the market risk management system of each major subsidiary: Market Risk Management System of Our Major Subsidiaries Board of Directors / Executive Committee ALM Committee / ALM Council / Risk Management Meeting Delegation of authority Front Office Trading result report Quantitative risk monitoring Confirmation of contracts and agreements Back Office Report Middle Office (Market risk management departments) 184 Market Risk Management and Control At the holding company and the major subsidiaries, market risk exposure is reported to the Chief Risk Management Officers on a daily basis. At the holding company, the Chief Risk Management Officer monitors market risk exposure across the Group as well as the major subsidiaries’ control over their quantitative limits for market risk and losses. Meanwhile, the Chief Risk Management Officers at the major subsidiaries monitor their own market risk exposure and their control over their quantitative limits for market risk and losses. In addition, various analyses on risk profiles, including stress testing, are conducted and reported to the Executive Committees and the Corporate Risk Management Committees on a regular basis. At the business unit levels in the major subsidiaries, the market risks on their marketable assets and liabilities, such as interest rate risk and foreign exchange rate risk, are controlled by entering into various hedging transactions using marketable securities and derivatives. As part of our market risk management activities, we use certain derivative financial instruments to manage our interest rate and currency exposures. We maintain 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. We enter into interest rate swaps and other contracts as part of our interest rate risk management strategy primarily to alter the interest rate sensitivity of our loans, investment securities and deposit liabilities. Our principal objectives in risk management include asset and liability management. Asset and liability management is viewed as one of the methods for us to manage our interest rate exposures on interest- earning assets and interest-bearing liabilities. Interest rate contracts, which are generally non-leveraged generic interest rate and basis swaps, options and futures, allow us to effectively manage our 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. We enter 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. These market risk management activities are performed in accordance with the predetermined rules and procedures. The internal auditors regularly verify the appropriateness of the management controls over these activities and the risk evaluation models adopted. 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 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. Since the daily variation in market risk is significantly greater than that in other types of risk, MUFG measures and manages market risk using VaR on a daily basis. Market risk for trading and non-trading activities is measured using a uniform market risk measurement model. The principal model used for these activities is historical simulation, or HS, model (holding period, 10 business days; confidence interval, 99%; and observation period, 701 business days). The HS model calculates VaR amounts by estimating the profit and loss on the current portfolio by applying actual fluctuations in market rates and prices over a fixed period in the past. This method is designed to capture certain statistically infrequent movements, such as a fat tail, and accounts for the characteristics of financial instruments with non-linear behavior. The holding company and banking subsidiaries also use the HS model to calculate as part of the calculation of their Basel III regulatory capital adequacy ratios. In calculating VaR using the HS method, we have implemented an integrated market risk measurement system throughout the Group. Our major subsidiaries calculate their VaR based on the risk and market data 185 prepared by the information systems of their front offices and other departments. The major subsidiaries provide this risk data to the holding company, which calculates overall VaR, taking into account the diversification effect among all portfolios of the major subsidiaries. For the purpose of internally evaluating capital adequacy on an economic capital basis in terms of market risk, we use this market risk measurement model to calculate risk amounts based on a holding period of one year and a confidence interval of 99%. Monitoring and managing our sensitivity to interest rate fluctuations is the key to managing market risk in MUFG’s non-trading activities. The major banking subsidiaries take the following approach to measuring risks concerning core deposits, loan prepayments and early deposit withdrawals. To measure interest rate risk relating to deposits without contract-based fixed maturities, the amount of “core deposits” is calculated through a statistical analysis based on deposit balance trend data and the outlook for interest rates on deposits, business decisions, and other factors. The amount of “core deposit” is categorized into various groups of maturity terms of up to five years (2.5 years on average) to recognize interest rate risk. The calculation assumptions and methods to determine the amount of core deposits and maturity term categorization are regularly reviewed. Meanwhile, deposits and loans with contract-based maturities are sometimes cancelled or repaid before their maturity dates. To measure interest rate risk for these deposits and loans, we reflect these early termination events mainly by applying early termination rates calculated based on a statistical analysis of historical repayment and cancellation data together with historical market interest rate data. Summaries of Market Risks (Fiscal Year Ended March 31, 2013) Trading activities The aggregate VaR for our total trading activities as of March 31, 2013 was ¥12.94 billion, comprising interest rate risk exposure of ¥12.38 billion, foreign exchange risk exposure of ¥3.19 billion, and equity-related risk exposure of ¥1.17 billion. Compared with the VaR as of March 31, 2012, we experienced an increase in market risk during the fiscal year ended March 31, 2013, primarily due to increase in yen interest rate and foreign exchange risks. Our average daily VaR for the fiscal year ended March 31, 2013 was ¥9.86 billion. Based on a simple sum of figures across market risk categories, interest rate risk accounted for approximately 64%, foreign exchange risk for approximately 26% and equity-related risk for approximately 6%, of our total trading activity market risks. Due to the nature of trading operations which involves frequent changes in trading positions, market risk varied substantially during the fiscal year, depending on our trading positions. 186 The following tables set forth the VaR related to our trading activities by risk category for the periods indicated: April 1, 2011—March 31, 2012 Average Maximum(1) Minimum(1) March 31, 2012 MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less diversification effect ¥12.62 12.71 5.92 6.70 4.79 0.81 0.43 (6.12) ¥22.46 19.23 9.48 10.44 14.11 2.43 1.43 — (in billions) ¥6.37 6.79 3.23 2.06 0.76 0.13 0.15 — ¥ 6.37 6.79 3.54 2.23 0.82 0.13 0.29 (1.66) April 1, 2012—March 31, 2013 Average Maximum(1) Minimum(1) March 31, 2013 MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less diversification effect ¥ 9.86 8.44 4.37 3.34 3.40 0.79 0.48 (3.25) ¥15.32 12.38 8.35 6.98 7.72 3.50 1.06 — (in billions) ¥6.55 6.42 2.55 1.89 0.34 0.12 0.15 — ¥12.94 12.38 8.35 2.69 3.19 1.17 0.51 (4.31) Assumptions for VaR calculations: Historical simulation method Holding period: 10 business days Confidence interval: 99% Observation period: 701 business days Note: (1) 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, 2013 was as follows: Quarter April—June 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July—September 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . October—December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . January—March 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Daily average VaR (in billions) ¥ 8.18 8.79 11.21 11.27 The quantitative market risk figures from trading activities tend to fluctuate widely due to the market sensitive nature of the trading business. During the fiscal year ended March 31, 2013, the revenue from our trading activities has been relatively stable, keeping positive numbers in 241 days out of 259 trading days in the period. During the same period, there were 95 days with positive revenue exceeding ¥1 billion and no days with negative revenue exceeding minus ¥1 billion. Non-trading Activities The aggregate VaR for our total non-trading activities as of March 31, 2013, excluding market risks related to our strategic equity portfolio and measured using the same standards as trading activities, was ¥413.0 billion. Market risks related to interest rates equaled ¥422.3 billion and equities-related risks equaled ¥108.5 billion. 187 Compared with the VaR for MUFG at March 31, 2012, the decrease in the overall market risk was ¥58.3 billion. Market risks related to interest rates decreased ¥31.0 billion. Equity related risks increased ¥29.3 billion. Based on a simple sum of figures across market risk categories, interest rate risks accounted for approximately 80% of our total non-trading activity market risks. Looking at a breakdown of interest rate related risk by currency, at March 31, 2013, the yen accounted for approximately 44% while the U.S. dollar accounted for approximately 40%, and the Euro approximately 16%. The following table shows the VaR related to our non-trading activities by risk category for the fiscal year ended March 31, 2013: April 1, 2012—March 31, 2013 Average Maximum(1) Minimum(1) March 31, 2013 Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total(1) ¥443.1 216.4 268.5 0.4 74.8 446.3 ¥500.0 247.7 300.2 1.7 110.4 499.8 (in billions) ¥402.3 184.3 203.4 0.0 57.9 413.0 ¥422.3 227.9 206.6 0.3 108.5 413.0 Assumptions for VaR calculations: Historical simulation method Holding period: 10 business days Confidence interval: 99% Observation period: 701 business days Note: (1) The maximum and minimum VaR overall for each category and in total were taken from different days. The equities-related risk figures do not include market risk exposure from our strategic equity portfolio. A simple summation of VaR by risk category is not equal to total VaR due to the effect of diversification. The average daily interest rate VaR by quarter in the fiscal year ended March 31, 2013 was as follows. Quarter April—June 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July—September 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . October—December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . January—March 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Daily average VaR (in billions) ¥422.30 446.93 451.01 452.60 Comparing the proportion of each currency’s interest rate VaR to the total interest rate VaR as of March 31, 2013 against that as of March 31, 2012, there were a 10 percentage point increase in Japanese yen from 34% to 44%, a 6 percentage point increase in Euro from 10% to 16%, and a 16 percentage point decrease in U.S. dollar from 56% to 40%. Backtesting We conduct backtesting in which a VaR is compared with actual realized and unrealized losses on a daily basis to verify the accuracy of our VaR measurement model. We also conduct additional backtesting using other methods, including testing VaR against hypothetical losses and testing VaR by various changing parameters such as confidence intervals and observation periods used in the model. Actual losses exceeded VaR one time in the fiscal year ended March 31, 2013. This means that our VaR model provided reasonably accurate measurements of market risk during the fiscal year. 188 The following graph shows daily VaR of trading activities and the distribution of corresponding actual daily realized and unrealized profits or losses for the fiscal year ended March 31, 2013: excess: 1 time daily PL (billion yen) 12 10 8 6 4 2 0 - 2 - 4 - 6 - 8 - 10 - 12 0 2 4 6 8 10 12 The following graph shows VaR of trading activities and actual realized and unrealized profits and losses on a daily basis for the fiscal year ended March 31, 2013: VaR (billion yen) daily PL VaR (billion yen) 12 10 8 6 4 2 0 -2 -4 -6 -8 -10 -12 Apr 2012 Mar 2013 Stress Testing We have adopted an HS-VaR model, which calculates a VaR as a statistically possible amount of losses in a fixed confidence interval based on historical market volatility. However, the HS-VaR model is not designed to capture certain abnormal market fluctuations. In order to complement this weakness of the model, MUFG conducts portfolio stress testing to measure potential losses using a variety of scenarios. The holding company and the major subsidiaries conduct stress testing on a daily, monthly and quarterly basis to monitor their overall portfolio risk by applying various scenarios. For example, daily stress testing at the holding company estimates maximum potential losses in each market on the current trading portfolio based on the worst ten-day historical volatility recorded during the VaR observation period of 701 days. In light of increased market volatility since the second half of the calendar year 2007, we have implemented additional tests under various stress scenarios to supplement VaR and are applying the test results to risk management. Liquidity Risk Management Liquidity risk is the risk of incurring losses if a poor financial position hampers the ability to meet funding requirements, or necessitates fund procurement at interest rates markedly higher than normal. 189 Our major subsidiaries maintain appropriate liquidity in both Japanese yen and foreign currencies by managing their funding sources and mechanism, such as liquidity gap, liquidity-supplying products such as commitment lines, and buffer assets. We have established a group-wide system for managing liquidity risk by categorizing the risk in the following three stages: Normal, With-Concern, and Critical. The front offices and risk management offices of the major subsidiaries and the holding company exchange information and data on liquidity risk even at the Normal stage. At higher alert stages, we centralize information about liquidity risk and discuss issues relating to group-wide liquidity control actions among group companies, if necessary. We have also established a system for liaison and consultation on funding in preparation for contingency, such as natural disasters, wars and terrorist attacks. The holding company and the major subsidiaries conduct group-wide contingency preparedness drills on a regular basis to ensure smooth implementation in the event of an emergency. For more information, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Financial Condition—Sources of Funding and Liquidity.” Operational Risk Management Operational risk refers to the risk of loss caused by either internal control issues, such as inadequate operational processes or misconduct, system failures, or external factors such as serious political instability, major terrorist activity, health epidemics and natural disasters. The term includes a broad range of risks that could lead to losses, including operations risk, information asset risk, reputation risk, legal risk, and tangible asset risk. These risks that comprise operational risk are referred to as sub-category risks. MUFG’s board of directors has approved the MUFG Operational Risk Management Policy as a group-wide policy for managing operational risk. This policy sets forth the core principles regarding operational risk management, including the definition of operational risk, and the risk management system and processes. The policy also requires the board of directors and the Executive Committee to formulate fundamental principles of operational risk management and establish and maintain an appropriate risk management system. The Chief Risk Management Officer is responsible for recognizing, evaluating, and appropriately managing operational risk in accordance with the fundamental principles formulated by the board of directors and the Executive Committee. A division in charge of operational risk management must be established that is independent of business promotion sections to manage overall operational risk in a comprehensive manner. These fundamental principles have also been approved by the boards of directors of the major subsidiaries, providing a consistent framework for operational risk management of the Group. The diagram below sets forth the operational risk management system of each major banking subsidiary: Operational Risk Management System of Our Major Banking Subsidiaries Board of Directors/Executive Committee committees regarding risk management Reporting on risk profile Instruction Head Office and Branches Instruction Reporting Division in charge of Operational Risk Management Coordination Divisions in charge of Sub-category Risk Management 190 As set forth in the following diagram, we have established a risk management framework for loss data collection, control self assessment, or CSA, and measurement of operational risk in order to appropriately identify, recognize, evaluate, measure, control, monitor and report operational risk. We have also established group-wide reporting guidelines with respect to loss data collection and its monitoring. We focus our efforts on ensuring accurate assessment of the status of operational risk losses and the implementation of appropriate countermeasures, while maintaining databases of internal and external loss events. The following diagram summarizes our operational risk management framework: Operational Risk Management Framework identify and recognize evaluate and measure control monitor and report incident incident occured occured causal analysis causal analysis implement preventive implement preventive measures measures monitoring monitoring record record major incidents and misconduct create potential loss create potential loss scenario scenario internal loss internal loss data external external loss data prompt reporting to prompt reporting to management and management and relevant supervisers relevant supervisers risk measurement risk measurement allocate economic allocate economic capital to capital to business units business units /subsidiaries /subsidiaries monitoring of monitoring of economic capital risk evaluation and management through Control Self-Assessment risk evaluation and management through Control Self-Assessment Operations Risk Management Operations risk refers to the risk of loss that is attributable to the actions of executives or employees, whether accidental or the result of neglect or deliberate misconduct. The Group 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 of both economic losses and damage to our reputation, our banking subsidiaries continue to improve their management systems to create and apply appropriate operations risk-related controls. Specific ongoing measures to reduce operations risk include the development of databases to manage, analyze and prevent the recurrence 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 improve the efficiency of administrative operations; and programs to expand and upgrade internal auditing and operational guidance systems. Senior management receives regular reports on the status of our businesses from an operations risk management perspective. We work to promote the sharing within the Group of information and expertise concerning any operational incidents and the measures implemented to prevent any recurrence. 191 Efforts to upgrade the management of operations risk continue with the aim of providing our customers with a variety of high-quality services. Information Asset Risk Management Information asset risk refers to the risk of loss caused by loss, alteration, falsification or leakage of information, or by destruction, disruption, errors or misuse of information systems, as well as risks similar to this risk. In order to ensure proper handling of information and prevent loss or leakage of information, our major banking subsidiaries strive to better manage and reduce such risks through the appointment of managers with specific responsibilities for information security issues, the establishment of internal procedures, training courses designed for all staff, and the implementation of measures to ensure stable IT systems control. We have 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 appropriate design and 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 to senior management. We have developed disaster countermeasures systems and have also been investing in duplication of the Group’s IT infrastructure to minimize damage in the event of any system failure. Emergency drills are conducted to help increase staff preparedness. With the aim of preventing any recurrence, we also work to promote sharing of information within the Group related to the causes of any loss or leakage of information, or system failure. Reputation Risk Management Reputation risk refers to the risk of loss due to deterioration in reputation as a consequence of the spread of rumors among customers or in the market, or as a consequence of our inadequate response to particular situations, as well as risks similar to this risk. We recognize the potentially significant impact reputation risk-related events can have on the management and execution of the Group’s businesses, which in turn can result in economic losses to, or diminished market confidence in, the Group. Accordingly, we continue to improve our risk control framework designed to appropriately manage such risk. Specifically, in order to manage our reputation risk effectively on a group-wide basis, we have established a risk management system designed to ensure mutual consultation and reporting if a reputation risk-related event occurs or is anticipated and, through this system, share relevant information within the Group. Through the risk control framework and risk management system, we seek to minimize damage to the reputation and credibility of, and the market confidence in, the Group by promptly obtaining an accurate understanding of relevant facts relating to reputation risk-related events and disclosing information concerning the events and the measures we take in response to such events in an appropriate and timely manner. Risk Management for Other Risks In addition to the risks discussed above, the MUFG Group companies define and manage sub-category risks as appropriate, including tangible asset risk, personnel risk and legal risk as set forth in the “Operational Risk Management System of Our Major Banking Subsidiaries” diagram above. 192 Regulatory Capital Requirements for Operational Risk (1) Adoption of the Advanced Measurement Approach (AMA) We have employed the AMA since March 31, 2012, in place of the Standardized Approach that we had been using previously, for calculation of the operational risk equivalent amount in connection with measuring capital adequacy ratios based on the Basel Standards. On the other hand, we use the Basic Indicator Approach, or BIA, for entities that are deemed to be less important in the calculation of the operational risk equivalent amount and for entities that are still preparing to implement the AMA. (2) Outline of AMA We have established a measurement model designed to account for four data elements—internal loss data, external loss data, scenario analysis, and business environment and internal control factors, or BEICFs—and calculate the operational risk equivalent amount by estimating the maximum loss using a 99.9th percentile one- tailed confidence interval and a one-year holding period. In calculating the operational risk equivalent amount, we exclude expected losses relating to the amount of allowance for repayment of excess interest associated with the consumer finance business of a subsidiary. We do not exclude any other expected losses and do not reflect the risk mitigating impact of insurance. In addition, we take into account credit risk-related events that are not reflected in the measurement of the credit risk equivalent amount. (3) Outline of Measurement Model Our operational risk equivalent amount measured under the AMA is a simple sum of the amounts calculated separately for BTMU on a consolidated basis, MUTB on a consolidated basis, and the total amount for other Group companies (including the holding company, MUSHD and Mitsubishi UFJ NICOS). For each of BTMU and MUTB on consolidated basis, the operational risk equivalent amount is a simple sum of the amounts calculated based on the seven loss event types defined by the Basel Standards. For other Group companies, the operational risk equivalent amount is a simple sum of the amounts calculated based on eight loss event types consisting of the seven loss event types defined by the Basel Standards and an additional loss event type representing losses relating to repayment of excess interest associated with the consumer finance business of a subsidiary. We do not reflect the correlation effects among the loss event types in the calculation of our operational risk equivalent amount. Outline of Measurement Model Internal Loss Data Litigation Data External Loss Data Business Environment and Internal Control Factors Scenario Analysis Frequency Distribution Internal Loss Data Scenario Data Occurrence Frequiency Occurrence Frequiency Loss Amount Loss Amount Loss Severity Distribution Loss Distribution l i n o i t a u m S o l r a C e t n o M 193 Basel Loss Event Types Internal Fraud Risk Equivalent Amount External Fraud Risk Equivalent Amount Employment Practices and Workplace Safety Risk Equivalent Amount Clients, Products, and Business Pracitces Risk Equivalent Amount Damage to Physical Assets Risk Equivalent Amount Business Disruption and System Failures Risk Equivalent Amount Execution, Delivery, and Process Management Risk Equivalent Amount Repayment of Excess Interest Risk Equivalent Amount The risk equivalent amount for each loss event type represents the amount of maximum loss estimated with a 99.9th percentile one-tailed confidence interval and a one-year holding period based on the distribution of losses arising from all relevant risk events for a one-year period (Loss Distribution). A Loss Distribution combines a Frequency Distribution (through which the frequency of occurrence of risk events is expressed) and a Loss Severity Distribution (through which the amounts of losses resulting from risk events are expressed) through Monte Carlo simulations. The data used for this purpose include internal loss data and scenario data. Scenario data are generated through a scenario analysis. External data and BEICFs are taken into account in the scenario analysis and reflected in scenario data. The Frequency Distribution is derived from the occurrence frequency information in internal loss data and scenario data expressed through a Poisson Distribution. The Loss Severity Distribution is derived from the amount information in internal loss data and scenario data expressed in a non-parametric manner (where no underlying distribution is assumed). With respect to the risk of losses relating to repayment of excess interest associated with the consumer finance business of a subsidiary, the risk equivalent amount represents the amount of maximum loss estimated with a 99.9th percentile one–tailed confidence interval and a one-year holding period based on a normal distribution assumed by applying data on losses that arose in a given period, excluding any related expected losses. We confirm the appropriateness of the measurement models by periodic verification and back testing. (4) Outline of Scenario Analysis As an initial step of our scenario analysis, we identify potential severe loss events that we have not experienced but may potentially experience in the future. In this identification process, we seek to ensure exhaustive coverage of potential severe loss events by comprehensively examining our experience relating to loss events and legal proceedings, external loss data, the control self-assessment results and other relevant information. In the next step, we prepare scenario data for each identified severe loss event by quantifying the values depending on its occurrence frequency and loss severity, taking into account relevant transaction amounts and restructuring costs as well as BEICFs. In preparing scenario data, we apply an analysis method we deem appropriate for the type and nature of the operational risk involved. In order to obtain an operational risk equivalent amount that is commensurate with, and appropriate for, our risk profile, we assess the need for an additional scenario or modification to our existing scenarios semi-annually. We then reflect, as necessary, new risks arising as a result of changes in the business environment and the results of the implementation of measures to enhance our internal controls in response to newly identified risks in our scenario data. Compliance Basic Policy We have clarified our mission, our vision and our values in the Corporate Vision and have expressed our commitment to meeting the expectations of customers and society as a whole. Furthermore, we have established Principles of Ethics and Conduct as the guidelines for how the Group’s directors and employees act to realize the Corporate Vision, in which we have expressed our commitment to complying with laws and regulations, to acting with honesty and integrity, and to behaving in a manner that supports and strengthens the trust and confidence of society. In addition, as we expand the geographic scope of our business globally, we are committed to keeping abreast with developments in laws and regulations of the jurisdictions in which we operate including anti-money laundering and anti-bribery, as well as paying attention to trends in financial crimes. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—Legal and regulatory changes could have a negative impact on our business, financial condition and results of operations.” and 194 “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—We may become subject to regulatory actions or other legal proceedings relating to our transactions or other aspects of our operations, which could result in significant financial losses, restrictions on our operations and damage to our reputation.” See also “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation.” Principles of Ethics and Conduct Introduction Our Principles of Ethics and Conduct establish clear and consistent standards for all MUFG directors and employees to guide decisions and actions. They reflect and augment the MUFG Corporate Vision. The principles are organized in three sections. Chapter 1 presents the attitude that we adopt towards our customers, namely to act with honesty and integrity and pursue their best interests, which is a core component of our business practices. Chapter 2 presents a set of standards to help us fulfill our responsibilities as a good corporate citizen. Our reputation depends upon the trust and confidence of our customers and other stakeholders, including local communities, and we are responsible to society on a global level. Chapter 3 describes the actions and mindset that are believed to create a stimulating and supportive work environment as MUFG continues to grow. Our success depends on building and maintaining a dynamic workplace where all employees can reach their full potential in ways that support our customers and contribute to society as a whole. Outline / Overview Chapter 1 Customer Focus We place our diverse customers at the center of all of our activities and always strive to act in their best interests. MUFG is able to thrive today because of the trust and confidence that customers have placed in us as a result of years of commitment to fair, transparent, and honorable dealings. Our business culture should not be driven by the prospect of short-term, immediate gains. Instead, we place a premium on supporting long-term, sustainable relationships with our customers to help them meet their goals. 1-1. Acting with Honesty and Integrity We always place our diverse customers at the center of all of our activities and act with honesty and integrity in all of our dealings with them. We protect customer assets, including their personal information, and strive at all times not to damage their interests. 1-2. Controlling Quality In order to earn the lasting trust and confidence of our customers, we maintain thorough quality control of our products and services in all aspects from product design and development to delivery, and continually improve our processes to provide accurate and secure transactions. 1-3. Exceeding Customer Expectations We strive to satisfy the diverse needs of our customers worldwide and to exceed their expectations through the highest standards of professionalism and by effectively leveraging our global network and consolidated strength. Chapter 2 Responsibility as a Corporate Citizen As a member of MUFG with global operations, we act honorably, with honesty and integrity, and comply at all times with laws, regulations, rules, and internal policies globally. We strive to maintain stability and confidence in the global financial system and to contribute to the sound growth and development of society. We strive to behave in a manner that supports and strengthens the trust and confidence that MUFG has built up over the years. 195 2-1. Adherence to Laws and Regulations We always judge and act with honesty and integrity, do what is right, and comply with both the letter and the spirit of the laws, regulations, and rules that apply to us. We avoid insider trading, do not engage in anti-competitive conduct or any form of corrupt activity, and publicly disclose corporate information in an appropriate manner. 2-2. Combating Criminal Activity We do not conduct business with criminal elements. We do not allow our financial products and services to be used for illegal or improper activities such as money laundering, fraud, or financing terrorist activities. 2-3. Commitment to Social Sustainability We respect the history, culture, and customs of local communities and strive to contribute to their development and the protection of the environment through our corporate activities and employee volunteer efforts. Chapter 3 Ethical and Dynamic Workplace We are committed to creating a working environment that fosters mutual respect among MUFG employees, supports the full expression of our individuality as professionals, promotes the power of teamwork, honors diversity, transcends differences, and embraces new challenges. 3-1. Stimulating Workplace We strive to enhance our knowledge and expertise, focus on maximizing the value of teamwork, and view changes in the business environment as opportunities to launch new initiatives. 3-2. Ethical Workplace We respect the diversity and human rights of all MUFG employees. We do not engage in or tolerate discrimination, harassment, intimidation, or any other behavior or activity that is inconsistent with these core beliefs. We report any violations of laws and rules, and we manage corporate assets appropriately. Compliance Framework Management and coordination of compliance-related matters are the responsibility of separate compliance management divisions established at the holding company and the major subsidiaries. Each compliance management division formulates compliance programs and organizes training courses to promote compliance, and regularly reports to each company’s board of directors and Executive Committee on the status of compliance activities. The holding company and each major subsidiary have also established voluntary committees, such as an Internal Audit and Compliance Committee, where members with no prior employment relationship with the Group account for a majority, and a Group Compliance Committee. Through these measures, we have established a structure for deliberating key issues related to compliance. Additionally, the holding company has the Group Chief Compliance Officer, or CCO, Committee which deliberates important matters related to compliance and compliance-related issues for which the Group should share a common understanding. CCO of Holding Company Directors responsible for compliance at the holding company and the major subsidiaries have been named the CCOs of their respective companies. The CCOs of the major subsidiaries have also been appointed as the deputy CCOs of the holding company to assist the CCO of the holding company. This system promotes the 196 prompt reporting of group-wide compliance-related information to the holding company and also allows the CCO of the holding company to effectively provide compliance-related guidance, advice, and instructions to MUFG Group companies. Group CCO Committee The Group CCO Committee consists of the CCO of the holding company as the committee chairman and the CCOs of the major subsidiaries. By timely holding meetings, the Group CCO Committee seeks to promote greater sharing of compliance- related information among the MUFG Group companies and works to strengthen the Group’s incident prevention controls and to help the Group companies respond to unforeseen problems. The Committee also continues to strive to improve compliance systems throughout the Group. The following diagram summarizes our compliance framework: Compliance Framework Holding Company (MUFG) Board of Corporate Auditors Board of Directors Internal Audit and Compliance Committee Executive Committee Group Compliance Committee CCO (Chief Compliance Officer) Group CCO Committee Compliance Division (Coordinates compliance issues) Consultation and report Guidance, advice and instruction Bank of Tokyo-Mitsubishi UFJ Mitsubishi UFJ Trust and Banking Mitsubishi UFJ Securities Holdings Other Subsidiaries Group Companies Internal Reporting System and Accounting Auditing Hotline The major subsidiaries 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. Furthermore, the holding company has set up an MUFG Group Compliance Helpline that acts in parallel with group-company internal reporting systems and provides a reporting channel for directors and employees of group companies. 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. 197 MUFG 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 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, P.C. 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 him- or herself. 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 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 of 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 policy, function and organizational position of internal audits. Separate internal audit divisions have been created within the holding company and certain subsidiaries. Through close cooperation and collaboration among the internal audit divisions in each of these subsidiaries, these internal audit divisions provide coverage for the entire group and also support the board of directors in monitoring and overseeing all MUFG operations. 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 operations of these companies. In addition, each of these internal audit 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. 198 Implementing Effective and Efficient Internal Audits To ensure that internal audit processes use available resources with optimal effectiveness and efficiency, 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. Reports to and from Internal Audit and Compliance Committees To strengthen the respective boards of directors’ monitoring and supervision of operational execution status and to ensure the independence of the internal audit divisions, the holding company and the major subsidiaries have voluntarily established internal audit and compliance committees. These committees receive reports from the internal audit divisions on important matters, including the results of the internal audits and basic policies for planning internal audits. The deliberations of the internal audit and compliance committees concerning such matters are then reported to the respective boards of directors. Item 12. Description of Securities Other than Equity Securities. A. Debt Securities Not applicable. B. Warrants and Rights Not applicable. C. Other Securities Not applicable. 199 D. American Depositary Shares Fees, charges and other payments relating to ADSs As a holder of our ADSs, you will be required to pay to The Bank of New York Mellon, as depositary for the ADRs, or the “Depositary,” either directly or indirectly, the following fees or charges. The Depositary collects its fees for delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. ADS holders must pay: For: $5.00 (or less) per 100 ADSs (or portion thereof) $0.02 (or less) per ADS Each issuance of an ADR, including as a result of a distribution of shares or rights or other property Each cancellation of an ADR, including if the agreement terminates Any cash distribution, to the extent permitted by any securities exchange on which the ADSs may be listed for trading A fee equivalent to the fee that would be payable if securities distributed to the ADS holder had been shares and the shares had been deposited for issuance of ADRs Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders Registration or transfer fees Expenses of The Bank of New York Mellon Transfer and registration of shares on the share register from your name to the name of The Bank of New York Mellon or its agent and vice versa when you deposit or withdraw shares Conversion of foreign currency to U.S. dollars, as well as cable, telex and facsimile transmission expenses Taxes and other governmental charges The Bank of New York Mellon 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 Fees Waived by the Depositary for the Fiscal Year Ended March 31, 2013 For the fiscal year ended March 31, 2013, the Depositary waived $134,056.70 of standard out-of-pocket maintenance costs for the ADSs, which consisted of the expenses of postage and envelopes for mailing annual reports, printing and distributing dividend checks, stationery, postage, facsimile, and telephone calls. Fees Waived by the Depositary for Future Periods The Depositary has agreed to waive the standard out-of-pocket administrative, maintenance and other expenses for providing services to the registered holders of our ADSs. The Depositary has also agreed to reimburse us for expenses related to the administration and maintenance of the ADS program, including investor relations expenses, the annual New York Stock Exchange listing fees and other program-related expenses. There is a limit on the amount of expenses for which the Depositary will reimburse us based on the number of outstanding ADSs. 200 Item 13. Defaults, Dividend Arrearages and Delinquencies. None. PART II Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. None. Item 15. Controls and Procedures. Disclosure 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 the Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the U.S. Securities Exchange Act of 1934, as of the end of the period covered by this Annual Report. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2013. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the U.S. Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, MUFG’s principal executive and principal financial officers, and effected by MUFG’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (i) (ii) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of MUFG, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of MUFG are being made only in accordance with authorizations of management and directors of MUFG, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of MUFG’s assets that could have a material effect on the financial statements. Because of inherent limitations, internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2013 based on the criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation, management has concluded that MUFG maintained effective internal control over financial reporting as of March 31, 2013. The effectiveness of our internal control over financial reporting as of March 31, 2013 has been audited by Deloitte Touche Tohmatsu LLC, an independent registered public accounting firm, as stated in its report, presented on page 203. 201 Changes in Internal Control Over Financial Reporting During the period covered by this Annual Report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. 202 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Mitsubishi UFJ Financial Group, Inc. (Kabushiki Kaisha Mitsubishi UFJ Financial Group): We have audited the internal control over financial reporting of Mitsubishi UFJ Financial Group, Inc. (Kabushiki Kaisha Mitsubishi UFJ Financial Group) (“MUFG”) and subsidiaries (together, the “MUFG Group”) as of March 31, 2013 based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The MUFG Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the MUFG Group’s internal control over financial reporting based on our audit. We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. The MUFG Group’s internal control over financial reporting is a process designed by, or under the supervision of, the MUFG Group’s principal executive and principal financial officers, or persons performing similar functions, and effected by the MUFG Group’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The MUFG Group’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the MUFG Group; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the MUFG Group are being made only in accordance with authorizations of management and directors of the MUFG Group; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the MUFG Group’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the MUFG Group maintained, in all material respects, effective internal control over financial reporting as of March 31, 2013, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheets of the MUFG Group as of March 31, 2013, and 203 the related consolidated statements of income, comprehensive income, equity, and cash flows for the year ended March 31, 2013 (all expressed in Japanese Yen) and our report dated July 22, 2013 expressed an unqualified opinion on those financial statements. /s/ Deloitte Touche Tohmatsu LLC DELOITTE TOUCHE TOHMATSU LLC Tokyo, Japan July 22, 2013 204 Item 16A. Audit Committee Financial Expert. Our board of corporate auditors has determined that Mr. Hideo Kojima, a corporate auditor, is an “audit committee financial expert” as defined in Item 16A. of Form 20-F and is “independent” as defined in the listing standards of the New York Stock Exchange. Mr. Kojima has spent most of his professional career as a certified public accountant in Japan, auditing Japanese corporations, including those registered with the U.S. Securities and Exchange Commission. Mr. Kojima is an “outside corporate auditor” under Japanese law. Item 16B. Code of Ethics. We have adopted a code of ethics, which consists of internal rules named Principles of Ethics and Conduct, compliance rules, compliance manual and rules of employment. Each of these rules applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. On December 3, 2012, we updated our pre-existing ethical framework and code of conduct and renamed it as “Principles of Ethics and Conduct.” The updates were intended to further clarify the fundamental principles of, and reorganize and improve the presentation of, our rules that were previously set forth in the ethical framework and code of conduct as part of our ongoing effort to enhance our corporate governance framework in accordance with our Corporate Vision. For a description of our Corporate Vision, see “Item 4.B. Information on the Company—Business Overview.” A copy of the Principles of Ethics and Conduct and the sections of our 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. For a detailed discussion of our current compliance structure, see “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Compliance.” No waivers of the Principles of Ethics and Conduct or the ethical framework and code of conduct, as applicable, or the relevant sections of our compliance rules, compliance manual and rules of employment were granted to our principal executive officer, principal financial officer, principal accounting officer, directors or corporate auditors during the fiscal year ended March 31, 2013. Item 16C. Principal Accountant Fees and Services. Fees and Services of Deloitte Touche Tohmatsu LLC The aggregate fees billed by Deloitte Touche Tohmatsu LLC, our independent registered public accounting firm and its affiliates, for the fiscal years ended March 31, 2012 and 2013 are presented in the following table: Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit-related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥5,312 341 198 — ¥5,604 426 308 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥5,851 ¥6,338 2012 2013 (in millions) The description of our fees billed for each category 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 and attestation services relating to the internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act. 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 internal control reviews. Tax fees—Tax fees relate primarily to tax compliance, including assistance with preparation of tax return filings, tax advisory and tax planning services. 205 All other fees—We were billed no other fees by Deloitte Touche Tohmatsu LLC for each of the fiscal years ended March 31, 2012 and 2013. Pre-Approval Policies and Procedures for Services by Deloitte Touche Tohmatsu LLC Our board of corporate auditors performs the pre-approval function required by applicable SEC rules and regulations. Our board of corporate auditors has established pre-approval policies and procedures that MUFG and its subsidiaries must follow before engaging Deloitte Touche Tohmatsu LLC to perform audit and permitted non- audit services. When MUFG or a subsidiary intends to engage Deloitte Touche Tohmatsu LLC 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 LLC 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 LLC that are not covered by the 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 of corporate auditors 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 of corporate auditors meeting. Fees approved pursuant to the procedures described in paragraph 2-01(c)(7)(i)(C) of Regulation S-X, which provides for an exception to the general requirement for pre-approval in certain circumstances, were approximately 1.2% for the fiscal year ended March 31, 2012 and approximately 0.2% for the fiscal year ended March 31, 2013. 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 listing standards of the New York Stock Exchange, or the NYSE, relating to audit committees for foreign companies like MUFG that have a board of corporate auditors established pursuant to applicable Japanese law and 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. 206 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers. Issuer Purchases of Common Stock 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 Total Number of Shares Purchased(1) Average Price Paid per Share April 1 to April 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . May 1 to May 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 1 to June 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 1 to July 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . August 1 to August 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . September 1 to September 30, 2012 . . . . . . . . . . . . . . . . . . . October 1 to October 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . November 1 to November 30, 2012 . . . . . . . . . . . . . . . . . . . . December 1 to December 31, 2012 . . . . . . . . . . . . . . . . . . . . January 1 to January 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . February 1 to February 28, 2013 . . . . . . . . . . . . . . . . . . . . . . March 1 to March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . 2,283 1,611 1,484 4,148 2,916 2,003 2,088 2,799 3,210 4,848 4,600 5,043 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,033 ¥402.26 359.86 355.50 375.77 373.22 368.91 365.31 365.68 398.92 466.95 520.34 549.56 429.54 — — — — — — — — — — — — — — — — — — — — — — — — — — Note: (1) All of the purchased shares were shares constituting less than one unit (100 shares) purchased from registered holders of such shares at the current market price of those shares. We did not make any purchases of our shares other than the above for the fiscal year ended March 31, 2013. In connection with UNBC’s stock bonus plan, 1,881,735 ADSs were purchased by the trustee of the independent trust in the fiscal year ended March 31, 2013. In the same fiscal year, no ADSs were purchased by the trustee of the independent trust in connection with BTMU Headquarters for the Americas’ stock bonus plan. For descriptions of UNBC’s stock bonus plan and BTMU Headquarters for the Americas’ stock bonus plan, see “Item 6.B. Directors, Senior Management and Employees—Compensation.” Item 16F. Change in Registrant’s Certifying Accountant. None. Item 16G. Corporate Governance. The New York Stock Exchange, or 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. As of June 30, 2013, MUFG has two outside directors as members of its board of directors. Under the Company Law of Japan, an “outside director” is defined as a director who has not served as an executive director 207 (gyomu shikko torishimariyaku), executive officer (shikkoyaku), manager (shihainin) or any other type of employee of the relevant company or any of its subsidiaries prior to his or her appointment. For MUFG and other large Japanese companies employing a corporate governance system based on a board of corporate auditors, the Company Law has no requirement for independent directors or similar requirement with respect to directors. Tokyo Stock Exchange rules require listed companies, including MUFG, to identify at least one individual who the company believes will unlikely have a conflict of interests with general shareholders and have such individual serve as an independent director or corporate auditor. 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.” 2. A NYSE-listed U.S. company must have an audit committee composed entirely of independent directors. Under the Company Law, MUFG and other Japanese companies (excluding companies with 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 directors’ 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 MUFG’s shareholders. The Company Law requires companies having a board of corporate auditors, 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 (shikkoyaku), manager (shihainin), or any other employee of the relevant company or any of its subsidiaries. As of June 30, 2013, 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 committees established pursuant to the Company Law) are not obliged to establish a compensation committee. MUFG has voluntarily established a nomination and compensation committee to support MUFG’s board of directors. The nomination and compensation committee, a majority of which is comprised of outside directors, deliberates matters relating to the appointment and dismissal of MUFG’s directors and the directors of MUFG’s subsidiaries, the compensation framework of MUFG’s directors and the directors of MUFG’s subsidiaries, as well as the compensation of MUFG’s top management and the top management of MUFG’s subsidiaries. The nomination and compensation committee makes reports and proposals to the board of directors about important matters for deliberation and necessary improvement measures. 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. 208 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 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. 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 Financial Instruments and Exchange Law of Japan and applicable stock exchange rules, Japanese companies, including MUFG, are not obliged to adopt and disclose corporate governance guidelines or a code of business conduct and ethics for directors, officers and employees. In order to further enhance its disclosure, however, MUFG has decided to disclose the details of its corporate governance in its periodic reports and other disclosure documents. 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 U.S. 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 or compliance manual were granted to its directors or executives during the fiscal year ended March 31, 2013. 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. Item 16H. Mine Safety Disclosure. Not applicable. 209 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) 8 11 12 13 Articles of Incorporation of Mitsubishi UFJ Financial Group, Inc., as amended on June 27, 2013. (English translation) Board of Directors Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on December 24, 2010. (English translation)** Corporation Meetings Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on December 24, 2010. (English translation)** Share Handling Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on June 26, 2009. (English Translation)* 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 Mellon and the holders from time to time of American Depositary Receipts issued thereunder.*** Subsidiaries of the Company—see “Item 4.C. Information on the Company—Organizational Structure.” Principles of Ethics and Conduct, Compliance Rules, Compliance Manual, and Rules of Employment of Mitsubishi UFJ Financial Group, Inc. applicable to its principal executive officer, principal financial officer, principal accounting officer and 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). 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 210 Exhibit 101.CAL 101.DEF 101.LAB 101.PRE XBRL Calculation Linkbase Document XBRL Definition Linkbase Document XBRL Label Linkbase Document XBRL Presentation Linkbase Document Description Notes: Incorporated by reference to our annual report on Form 20-F (File No. 333-98061-99) filed on September 2, 2009. * Incorporated by reference to our annual report on Form 20-F (File No. 000-54189) field on July 28, 2011. ** *** Incorporated by reference to our annual report on Form 20-F (File No. 000-54189) field on July 23, 2012. 211 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 principally conducted by the several international banking-related divisions headquartered in Japan. Our management believes that the results appropriately represent our domestic and foreign activities. A-1 I. Distribution of Assets, Liabilities and 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, 2011, 2012 and 2013. 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, 2011 2012 2013 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 . . . . . . . . . . . . . 844,158 ¥ 4,155,697 2,334 26,854 0.28% ¥ 0.65 1,866,249 ¥ 4,976,720 2,412 37,551 0.13% ¥ 0.75 2,855,051 ¥ 3,763,476 3,964 23,340 0.14% 0.62 Total . . . . . . . . . . . 4,999,855 29,188 0.58 6,842,969 39,963 0.58 6,618,527 27,304 0.41 Call loans, funds sold, and receivables under resale agreements and securities borrowing transactions: Domestic . . . . . . . . . . . . Foreign . . . . . . . . . . . . . 2,605,457 7,795,164 Total . . . . . . . . . . . 10,400,621 4,689 56,498 61,187 Trading account assets: Domestic . . . . . . . . . . . . Foreign . . . . . . . . . . . . . 7,570,433 12,284,124 54,525 250,689 Total . . . . . . . . . . . 19,854,557 305,214 Investment securities(1): Domestic . . . . . . . . . . . . Foreign(2) . . . . . . . . . . . . 51,269,029 5,949,686 305,405 184,329 Total . . . . . . . . . . . 57,218,715 489,734 Loans(3): Domestic . . . . . . . . . . . . Foreign . . . . . . . . . . . . . 68,633,228 1,157,071 507,750 19,153,409 Total . . . . . . . . . . . 87,786,637 1,664,821 Total interest-earning assets: Domestic . . . . . . . . . . . . 130,922,305 1,524,024 49,338,080 1,026,120 Foreign . . . . . . . . . . . . . Total . . . . . . . . . . . 180,260,385 2,550,144 0.18 0.72 0.59 0.72 2.04 1.54 0.60 3.10 0.86 1.69 2.65 1.90 1.16 2.08 1.41 3,409,929 8,221,074 11,631,003 5,299 88,089 93,388 5,317,152 14,985,875 44,358 271,384 20,303,027 315,742 54,336,768 3,838,534 306,903 244,863 58,175,302 551,766 65,926,637 1,041,921 553,176 21,300,209 87,226,846 1,595,097 130,856,735 1,400,893 53,322,412 1,195,063 184,179,147 2,595,956 0.16 1.07 0.80 0.83 1.81 1.56 0.56 6.38 0.95 1.58 2.60 1.83 1.07 2.24 1.41 3,133,225 6,972,640 10,105,865 3,456 53,376 56,832 5,780,004 18,504,836 45,367 349,421 24,284,840 394,788 55,159,363 4,617,964 259,420 111,407 59,777,327 370,827 67,831,943 25,205,754 964,031 613,739 93,037,697 1,577,770 134,759,586 1,276,238 59,064,670 1,151,283 193,824,256 2,427,521 0.11 0.77 0.56 0.78 1.89 1.63 0.47 2.41 0.62 1.42 2.43 1.70 0.95 1.95 1.25 Non-interest-earning assets: Cash and due from banks . . . Other non-interest-earning 2,757,581 assets . . . . . . . . . . . . . . . . . 23,068,649 Allowance for credit losses . . . . . . . . . . . . . . . . . (1,304,631) Total non-interest- earning assets . . 24,521,599 Total assets . . . . . . . . . . . . . . . . . ¥204,781,984 2,651,846 26,235,174 (1,230,778) 27,656,242 ¥211,835,389 3,131,561 30,016,918 (1,289,950) 31,858,529 ¥225,682,785 Notes: (1) Tax-exempt income of tax-exempt investment securities has not been calculated on a tax equivalent basis because the effect of such (2) calculation would not be material. Interest income on foreign activities for the fiscal year ended March 31, 2012 includes a gain of ¥139,320 million on conversion rate adjustment of Morgan Stanley’s convertible preferred stock. Exclusive of the gain associated with the conversion, the average rate would have been lower at 2.90% rather than 6.38% for the fiscal year ended March 31, 2012. (3) 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, which accounts for an insignificant amount of an adjustment to the yields. A-2 Fiscal years ended March 31, 2011 2012 2013 Average balance Interest expense Average rate Average balance Interest expense Average rate Average balance Interest expense Average rate (in millions, except percentages) Liabilities and equity: Interest-bearing liabilities: Deposits: Domestic . . . . . . . . ¥ 97,986,094 ¥ 136,243 119,947 Foreign . . . . . . . . . 19,787,919 0.14% ¥ 97,953,258 ¥ 101,673 127,185 19,678,674 0.61 0.10% ¥ 99,884,032 ¥ 0.65 23,436,714 77,708 134,359 0.08% 0.57 Total . . . . . . . 117,774,013 256,190 0.22 117,631,932 228,858 0.19 123,320,746 212,067 0.17 Call money, funds purchased, and payables under repurchase agreements and securities lending transactions: Domestic . . . . . . . . Foreign . . . . . . . . . 10,437,839 8,643,969 Total . . . . . . . 19,081,808 27,043 45,616 72,659 0.26 0.53 0.38 12,456,171 9,055,602 21,511,773 34,148 60,956 95,104 0.27 0.67 0.44 16,284,255 7,948,167 24,232,422 35,030 28,793 63,823 0.22 0.36 0.26 Due to trust account— Domestic . . . . . . . . . . 674,622 807 0.12 608,061 647 0.11 590,150 665 0.11 Other short-term borrowings and trading account liabilities: Domestic . . . . . . . . Foreign . . . . . . . . . 8,084,897 2,286,431 Total . . . . . . . 10,371,328 40,445 22,384 62,829 Long-term debt: Domestic . . . . . . . . Foreign . . . . . . . . . 9,724,767 3,718,126 166,190 111,998 Total . . . . . . . 13,442,893 278,188 Total interest-bearing liabilities: Domestic . . . . . . . . Foreign . . . . . . . . . 126,908,219 34,436,445 370,728 299,945 Total . . . . . . . 161,344,664 670,673 0.50 0.98 0.61 1.71 3.01 2.07 0.29 0.87 0.42 10,558,305 2,552,810 13,111,115 39,425 22,232 61,657 9,340,803 3,216,885 159,553 94,320 12,557,688 253,873 130,916,598 34,503,971 335,446 304,693 165,420,569 640,139 0.37 0.87 0.47 1.71 2.93 2.02 0.26 0.88 0.39 10,247,601 3,153,184 13,400,785 35,928 16,414 52,342 8,968,836 2,886,502 135,295 92,226 11,855,338 227,521 135,974,874 37,424,567 284,626 271,792 173,399,441 556,418 0.35 0.52 0.39 1.51 3.20 1.92 0.21 0.73 0.32 Non-interest-bearing liabilities . . . . . . . . . . . . . 34,450,191 Total equity . . . . . . . . . . . . . 8,987,129 Total liabilities and 37,820,510 8,594,310 43,038,814 9,244,530 equity . . . . . . . . . . . . . . . . ¥204,781,984 ¥211,835,389 ¥225,682,785 Net interest income and interest rate spread . . . . . Net interest income as a percentage of total interest-earning assets . . ¥1,879,471 0.99% ¥1,955,817 1.02% ¥1,871,103 0.93% 1.04% 1.06% 0.97% The percentage of total average assets attributable to foreign activities was 28.9%, 29.5% and 31.5%, respectively, for the fiscal years ended March 31, 2011, 2012 and 2013. The percentage of total average liabilities attributable to foreign activities was 29.4%, 30.1% and 32.1%, respectively, for the fiscal years ended March 31, 2011, 2012 and 2013. A-3 Analysis of Net Interest Income The following table shows changes in our net interest income by changes in volume and by changes in rate for the fiscal year ended March 31, 2012 compared to the fiscal year ended March 31, 2011, and the fiscal year ended March 31, 2013 compared to the fiscal year ended March 31, 2012. Fiscal year ended March 31, 2011 versus fiscal year ended March 31, 2012 Fiscal year ended March 31, 2012 versus fiscal year ended March 31, 2013 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 . . . . . . . . . . . . . . . . . . . . . . ¥ 1,781 5,787 ¥ (1,703) ¥ 4,910 Total . . . . . . . . . . . . . . . . . . . . 7,568 3,207 78 10,697 10,775 ¥ 1,361 (8,212) (6,851) ¥ 191 (5,999) ¥ 1,552 (14,211) (5,808) (12,659) Call loans, funds sold, and receivables under resale agreements and securities borrowing transactions: Domestic . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . 1,311 3,238 4,549 (701) 28,353 27,652 610 31,591 32,201 (403) (12,051) (1,440) (22,662) (1,843) (34,713) (12,454) (24,102) (36,556) Trading account assets: Domestic . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . (17,906) 51,030 7,739 (30,335) (10,167) 20,695 Total . . . . . . . . . . . . . . . . . . . . 33,124 (22,596) 10,528 3,725 66,029 69,754 (2,716) 12,008 9,292 1,009 78,037 79,046 Investment securities(2): Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign(3) 17,767 (82,790) (16,269) 143,324 Total . . . . . . . . . . . . . . . . . . . . (65,023) 127,055 1,498 60,534 62,032 4,582 42,110 (52,065) (175,566) (47,483) (133,456) 46,692 (227,631) (180,939) Loans: Domestic . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . (44,526) 55,931 (70,624) (10,505) (115,150) 45,426 29,436 96,705 (107,326) (36,142) (77,890) 60,563 Total . . . . . . . . . . . . . . . . . . . . 11,405 (81,129) (69,724) 126,141 (143,468) (17,327) Total interest income: Domestic . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . (41,573) 33,196 (81,558) 135,747 (123,131) 168,943 38,701 184,581 (163,356) (228,361) (124,655) (43,780) Total . . . . . . . . . . . . . . . . . . . ¥ (8,377) ¥ 54,189 ¥ 45,812 ¥223,282 ¥(391,717) ¥(168,435) Notes: (1) Volume/rate 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 (3) calculation would not be material. Interest income on foreign activities includes a gain of ¥139,320 million on conversion rate adjustment of Morgan Stanley’s convertible preferred stock for the fiscal year ended March 31, 2012 and related preferred dividends of ¥66,034 million for the fiscal year ended March 31, 2011. Exclusive of the effect of the conversion, the decrease due to changes in volume was ¥39,305 million and the increase due to changes in rate was ¥26,553 million for the fiscal year ended March 31, 2012 compared to the fiscal year ended March 31, 2011. Also, the increase due to changes in volume was ¥25,432 million and the decrease due to changes in rate was ¥19,568 million for the fiscal year ended March 31, 2013 compared to the fiscal year ended March 31, 2012. A-4 Fiscal year ended March 31, 2011 versus fiscal year ended March 31, 2012 Fiscal year ended March 31, 2012 versus fiscal year ended March 31, 2013 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 . . . . . . . . . . . . . . . . . . . . . . . ¥ (46) ¥ (34,524) ¥ (34,570) ¥ (666) 7,904 7,238 Total . . . . . . . . . . . . . . . . . . . . . (712) (26,620) (27,332) 1,967 22,564 24,531 ¥ (25,932) ¥(23,965) 7,174 (15,390) (41,322) (16,791) Call money, funds purchased, and payables under repurchase agreements and securities lending transactions: Domestic . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . 5,463 2,260 7,723 1,642 13,080 14,722 7,105 15,340 22,445 9,166 (6,734) (8,284) (25,429) 882 (32,163) 2,432 (33,713) (31,281) Due to trust account—Domestic . . . . . . . (75) (85) (160) (19) 37 18 Other short-term borrowings and trading account liabilities: Domestic . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . 10,658 2,460 13,118 (11,678) (2,612) (14,290) (1,020) (152) (1,172) (1,137) 4,453 (2,360) (10,271) 3,316 (12,631) (3,497) (5,818) (9,315) Long-term debt: Domestic . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . (6,559) (14,763) (78) (2,915) (6,637) (17,678) (6,165) (10,151) (18,093) 8,057 (24,258) (2,094) Total . . . . . . . . . . . . . . . . . . . . . (21,322) (2,993) (24,315) (16,316) (10,036) (26,352) Total interest expense: Domestic . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . 9,441 (10,709) (44,723) 15,457 (35,282) 4,748 3,812 10,132 (54,632) (43,033) (50,820) (32,901) Total . . . . . . . . . . . . . . . . . . . . . ¥ (1,268) ¥ (29,266) ¥ (30,534) ¥ 13,944 ¥ (97,665) ¥(83,721) Net interest income: Domestic . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . ¥(51,014) ¥ (36,835) ¥ (87,849) ¥ 34,889 174,449 164,195 120,290 43,905 ¥(108,724) ¥(73,835) (10,879) (185,328) Total . . . . . . . . . . . . . . . . . . . . . ¥ (7,109) ¥ 83,455 ¥ 76,346 ¥209,338 ¥(294,052) ¥(84,714) Note: (1) Volume/rate 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, 2011, 2012 and 2013: 2011 Amortized cost Fair value Net unrealized gains (losses) Amortized cost At March 31, 2012 Fair value (in millions) 2013 Net unrealized gains (losses) Amortized cost Fair value Net unrealized gains (losses) Securities available for sale: Domestic: Japanese national government and Japanese government agency bonds . . . . . . . . . . . ¥44,756,826 ¥44,719,622 ¥ (37,204) ¥48,736,276 ¥48,882,662 ¥ 146,386 ¥49,159,827 ¥49,479,954 ¥ 320,127 51,974 2,227,855 2,294,537 2,851,439 1,644,555 1,696,529 2,931,950 80,511 66,682 Corporate bonds . . . . . Marketable equity securities . . . . . . . . Other securities . . . . . 2,635,801 575,417 3,652,035 1,016,234 5,110 580,527 2,305,916 494,185 3,427,722 1,121,806 6,269 500,454 2,220,507 551,447 4,092,121 1,871,614 9,635 561,082 Total domestic . . . . 50,819,483 51,884,134 1,064,651 53,764,232 55,105,375 1,341,143 53,576,336 55,829,686 2,253,350 Foreign: U.S. Treasury and other U.S. government agencies bonds . . . . Other governments and official institutions bonds . . . . . . . . . . . Mortgage-backed 590,333 596,995 6,662 546,813 551,825 5,012 204,330 207,871 3,541 382,842 391,796 8,954 406,551 419,403 12,852 497,174 508,425 11,251 securities . . . . . . . . Other securities . . . . . 1,105,307 351,729 1,103,924 353,032 (1,383) 1,303 1,182,554 468,580 1,193,627 470,171 Total foreign . . . . . 2,430,211 2,445,747 15,536 2,604,498 2,635,026 11,073 1,591 30,528 1,426,238 844,092 1,455,246 842,841 2,971,834 3,014,383 29,008 (1,251) 42,549 Total . . . . . . . . . . ¥53,249,694 ¥54,329,881 ¥1,080,187 ¥56,368,730 ¥57,740,401 ¥1,371,671 ¥56,548,170 ¥58,844,069 ¥2,295,899 Securities being held to maturity: Domestic: Japanese national government and Japanese government agency bonds . . . . . . . . . . . ¥ 1,026,443 ¥ 1,034,430 ¥ Other securities . . . . . 137,237 138,506 7,987 ¥ 1,269 590,147 ¥ 43,709 594,517 ¥ 43,789 4,370 ¥ 80 232,881 ¥ 600 234,764 ¥ 600 Total domestic . . . . 1,163,680 1,172,936 9,256 633,856 638,306 4,450 233,481 235,364 1,883 — 1,883 Foreign: U.S. Treasury and other U.S. government agencies bonds . . . . Other governments and official institutions bonds . . . . . . . . . . . Other securities . . . . . 193,339 196,143 2,804 141,810 142,740 930 40,414 41,808 1,394 Total foreign . . . . . 1,853,509 1,886,062 699,977 960,193 701,480 988,439 1,503 28,246 32,553 485,061 1,124,641 487,653 1,161,990 1,751,512 1,792,383 2,592 37,349 40,871 243,901 1,613,368 244,916 1,665,982 1,897,683 1,952,706 1,015 52,614 55,023 Total . . . . . . . . . . ¥ 3,017,189 ¥ 3,058,998 ¥ 41,809 ¥ 2,385,368 ¥ 2,430,689 ¥ 45,321 ¥ 2,131,164 ¥ 2,188,070 ¥ 56,906 Nonmarketable equity securities presented in Other investment securities in the accompanying consolidated financial statements were primarily carried at cost of ¥1,667,220 million, ¥876,333 million and ¥864,052 million, at March 31, 2011, 2012 and 2013, respectively. The corresponding fair values at those dates were not readily A-6 determinable. Investment securities held by certain subsidiaries subject to specialized industry accounting principles for investment companies and brokers and dealers presented in Other investment securities were carried at fair value of ¥37,024 million, ¥33,432 million and ¥25,900 million, at March 31, 2011, 2012 and 2013, respectively. 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, 2013. 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 . . . . . . . . . . . ¥14,051,439 322,983 253,749 Corporate bonds . . . . . . . . . . Other securities . . . . . . . . . . . 0.04% ¥26,209,178 1,064,049 1.05 171,446 0.56 0.35% ¥6,809,790 271,387 1.01 105,257 1.15 0.78% ¥2,409,547 38,110 0.77 30,630 1.10 1.84% ¥49,479,954 1,696,529 1.78 561,082 1.28 0.39% 1.00 0.88 Total domestic . . . . . . . . 14,628,171 0.07 27,444,673 0.38 7,186,434 0.78 2,478,287 1.83 51,737,565 0.42 Foreign: U.S. Treasury and other U.S. government agencies bonds . . . . . . . . . . . . . . . . . Other governments and official institutions bonds . . . . . . . . . . . . . . . . . Mortgage-backed 35,429 1.63 84,402 1.11 88,040 1.37 — — 207,871 1.31 137,612 1.64 137,657 2.14 219,294 2.27 13,862 3.31 508,425 2.09 securities . . . . . . . . . . . . . . Other securities . . . . . . . . . . . 762 175,808 4.02 1.35 5,365 448,903 4.26 1.95 110,895 136,768 2.57 1.26 1,338,224 76,079 2.93 2.21 1,455,246 837,558 2.91 1.73 Total foreign . . . . . . . . . 349,611 1.50 676,327 1.91 554,997 1.93 1,428,165 2.89 3,009,100 2.33 Total . . . . . . . . . . . . . . ¥14,977,782 0.11% ¥28,121,000 0.42% ¥7,741,431 0.86% ¥3,906,452 2.23% ¥54,746,665 0.52% Securities being held to maturity: Domestic: Japanese national government and Japanese government agency bonds . . . . . . . . . . . ¥ Other securities . . . . . . . . . . . 17,940 1.06% ¥ 214,941 0.49% ¥ — — — — — —% ¥ — — — —% ¥ 1.67 600 232,881 600 0.54% 1.67 Total domestic . . . . . . . . 17,940 1.06 214,941 0.49 — — 600 1.67 233,481 0.54 Foreign: U.S. Treasury and other U.S. government agencies bonds . . . . . . . . . . . . . . . . . Other governments and official institutions bonds . . . . . . . . . . . . . . . . . Other securities . . . . . . . . . . . 37,790 1.16 — — 2,624 8.23 — — 40,414 1.62 243,901 18,915 1.29 1.29 — — 1.15 18,430 — — 0.93 1,155,759 — — 1.77 420,264 243,901 1,613,368 1.29 1.16 Total foreign . . . . . . . . . 300,606 1.27 18,430 1.15 1,158,383 0.95 420,264 1.77 1,897,683 1.18 Total . . . . . . . . . . . . . . ¥ 318,546 1.26% ¥ 233,371 0.54% ¥1,158,383 0.95% ¥ 420,864 1.77% ¥ 2,131,164 1.11% Excluding U.S. Treasury and other U.S. government agencies bonds and Japanese national government bonds, none of individual issuers held in our investment securities portfolio exceeded 10% of the consolidated total Mitsubishi UFJ Financial Group shareholders’ equity at March 31, 2013. A-7 III. Loan Portfolio The following table shows our loans outstanding, before deduction of allowance for credit losses, by domicile and industry of the borrower at March 31 of each of the five fiscal years ended March 31, 2013. 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 the use of proceeds: 2009 2010 2011 2012 2013 At March 31, (in millions) ¥ 12,922,822 1,803,541 10,436,795 6,750,442 9,760,805 ¥12,027,795 1,427,933 12,261,588 3,714,148 8,597,192 ¥11,248,033 1,280,899 11,660,798 3,417,689 8,443,580 ¥11,451,720 1,155,926 11,035,029 3,239,688 8,492,234 ¥11,767,352 1,056,276 11,143,777 2,881,666 8,330,553 4,836,047 4,159,603 3,421,419 3,511,055 3,622,021 732,652 9,515,861 20,542,398 77,301,363 1,339,753 9,393,031 19,096,832 72,017,875 1,249,272 8,410,092 18,420,864 67,552,646 1,284,585 10,390,191 17,636,553 68,196,981 1,314,505 12,191,566 17,132,396 69,440,112 Domestic: Manufacturing . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . Real estate(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services(1) Wholesale and retail . . . . . . . . . Banks and other financial institutions(2) Communication and . . . . . . . . . . . . . information services . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Total domestic . . . . . . . . . . Foreign: Governments and official institutions . . . . . . . . . . . . . . . 351,134 490,376 516,637 554,933 673,548 Banks and other financial institutions(2)(4) . . . . . . . . . . . . Commercial and industrial(4) . . . Other(4) . . . . . . . . . . . . . . . . . . . . Total foreign . . . . . . . . . . . . . . . . . . . . . . . . Total Unearned income, unamortized premiums—net and deferred loan fees—net . . . . . . . . . . . . . . . . . . . . Total(3) . . . . . . . . . . . . 3,995,145 16,787,401 1,965,523 23,099,203 100,400,566 3,900,267 13,794,584 2,082,532 20,267,759 92,285,634 4,466,126 13,134,725 1,934,712 20,052,200 87,604,846 5,871,731 15,693,487 2,072,194 24,192,345 92,389,326 7,258,978 18,738,731 2,601,338 29,272,595 98,712,707 (90,225) ¥100,310,341 (99,724) ¥92,185,910 (102,871) ¥87,501,975 (91,083) ¥92,298,243 (122,478) ¥98,590,229 Notes: (1) Since the classification by industry segment as defined by the Bank of Japan for regulatory reporting purposes was revised, loans to lease financing companies of ¥2,392,425 million, ¥2,012,242 million, ¥1,780,943 million and ¥1,871,562 million were included in “Real estate” at March 31, 2010, 2011, 2012 and 2013, respectively. The related balance at March 31, 2009 had been included in “Services.” (2) Loans to the so-called non-bank finance companies are generally included in “Banks and other financial institutions.” Non-bank finance companies are primarily engaged in consumer lending, factoring and credit card businesses. (3) The above table includes loans held for sale of ¥119,596 million, ¥102,268 million, ¥65,162 million, ¥46,634 million and ¥35,261 million at March 31, 2009, 2010, 2011, 2012 and 2013, respectively, which are carried at the lower of cost or fair value. (4) Classification of loans by industry at March 31, 2009, 2010, 2011, and 2012 has been restated as follows: 2009 2010 2011 2012 As previously reported As restated As previously reported As restated As previously reported As restated As previously reported As restated (in millions) Foreign: Banks and other financial institutions . . . . . . ¥ 2,687,004 ¥ 3,995,145 ¥ 2,970,470 ¥ 3,900,267 ¥ 3,565,502 ¥ 4,466,126 ¥ 4,722,587 ¥ 5,871,731 Commercial and industrial . . . . . . . . 17,550,544 16,787,401 14,252,704 13,794,584 13,116,390 13,134,725 15,675,995 15,693,487 2,072,194 Other . . . . . . . . . . . . . 1,934,712 2,554,209 1,965,523 2,853,671 2,510,521 3,238,830 2,082,532 A-8 Maturities and Sensitivities of Loans to Changes in Interest Rates The following table shows the maturities of our loan portfolio at March 31, 2013: Maturity One year or less One to five years Over five years Total (in millions) Domestic: Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate(1) . . . . . . . . . . . . . . . . . . . . . . . . . . Services(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . Communication and information services . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 7,410,292 661,516 2,630,539 1,380,063 5,681,034 1,953,085 713,078 8,513,978 2,158,442 ¥ 3,617,111 339,592 4,311,846 1,134,196 2,137,426 1,532,957 451,573 2,002,399 3,696,713 ¥ 739,949 55,168 4,201,392 367,407 512,093 135,979 149,854 1,675,189 11,277,241 ¥11,767,352 1,056,276 11,143,777 2,881,666 8,330,553 3,622,021 1,314,505 12,191,566 17,132,396 Total Domestic . . . . . . . . . . . . . . . . . . . 31,102,027 19,223,813 19,114,272 69,440,112 Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,951,449 11,658,573 5,662,573 29,272,595 Total . . . . . . . . . . . . . . . . . . . . . . . ¥43,053,476 ¥30,882,386 ¥24,776,845 ¥98,712,707 The above loans due after one year which had predetermined interest rates and floating or adjustable interest rates at March 31, 2013 are shown below: Predetermined rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Floating or adjustable rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥11,387,639 26,950,446 (in millions) ¥ 1,694,016 15,627,130 ¥13,081,655 42,577,576 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥38,338,085 ¥17,321,146 ¥55,659,231 Domestic Foreign Total Note: (1) Since the classification by industry segment as defined by the Bank of Japan for regulatory reporting purposes was revised, “Real estate” includes loans to lease financing companies of ¥948,076 million, ¥777,412 million and ¥146,074 million within the above maturity classifications, respectively at March 31, 2013. The related balance at March 31, 2009 had been included in “Services.” Nonaccrual, Past Due and Restructured Loans We generally discontinue the accrual of interest income on loans when substantial doubt exists as to the full and timely collection of either principal or interest, when principal or interest is contractually past due one month or more with respect to loans within all classes of the Commercial segment, three months or more with respect to loans within the Card and UNBC segments, and six months or more with respect to loans within the Residential segment. Once a loan is classified as a nonaccrual loan, a modification would have little likelihood of resulting in the recovery of the loan in view of the severity of the financial difficulty of the borrower. If a nonaccrual loan has been restructured and the borrower is not delinquent under the restructured terms, and demonstrates that its financial condition has improved, we may reclassify the loan to accrual status. This determination is generally performed once a year through a detailed internal credit rating review process. Once a restructured nonaccrual loan is deemed to be a troubled debt restructuring, we will continue to designate the loan as a troubled debt restructuring even if the loan is reclassified to accrual status. A-9 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, 2013, based on the domicile and type of industry of the borrowers: 2009 2010 2011 2012 2013 At March 31, (in millions) Nonaccrual loans: Domestic: Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . ¥ Construction . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services(1) . . . . . . . . . . . . . . . . . . . . Wholesale and retail Banks and other financial institutions . . . . . . . Communication and information services . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer 87,649 ¥ 111,235 ¥ 137,987 ¥ 200,074 ¥ 213,181 37,530 48,479 55,760 205,959 152,317 263,831 87,103 76,597 104,594 250,241 172,712 139,000 13,993 7,238 14,826 32,125 33,198 36,853 43,585 37,335 20,615 269,641 321,823 372,944 33,449 214,367 79,517 135,523 2,322 73,615 116,741 355,040 40,098 127,824 86,015 237,977 7,802 33,418 49,212 288,402 Total domestic . . . . . . . . . . . . . . . . . . . . . 1,096,072 1,121,809 987,686 1,070,822 1,153,358 Foreign: Governments and official institutions . . . . . . . Banks and other financial institutions . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,279 56,628 81,990 10,553 70,529 19,880 135,622 21,169 62,683 21,452 73,707 23,651 93 20,188 72,750 25,982 66 21,814 87,628 32,247 Total foreign . . . . . . . . . . . . . . . . . . . . . . 153,450 247,200 181,493 119,013 141,755 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,249,522 ¥1,369,009 ¥1,169,179 ¥1,189,835 ¥1,295,113 Restructured loans: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 457,838 ¥ 565,008 ¥ 800,620 ¥ 830,853 ¥ 847,728 138,119 Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,930 47,184 63,750 92,276 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 521,588 ¥ 612,192 ¥ 839,550 ¥ 923,129 ¥ 985,847 Accruing loans contractually past due 90 days or more: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ Foreign(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,047 ¥ 6,440 25,871 ¥ 547 55,549 ¥ 199 65,446 ¥ 131 41,216 328 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 21,487 ¥ 26,418 ¥ 55,748 ¥ 65,577 ¥ 41,544 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,792,597 ¥2,007,619 ¥2,064,477 ¥2,178,541 ¥2,322,504 Notes: (1) Since the classification by industry segment as defined by the Bank of Japan for regulatory reporting purposes was revised, nonaccrual loans to lease financing companies of ¥28,547 million, ¥2,143 million, ¥4,174 million and ¥4,249 million were included in “Real estate” at March 31, 2010, 2011, 2012 and 2013, respectively. The related balance at March 31, 2009 had been included in “Services.” (2) Foreign accruing loans contractually past due 90 days or more do not include ¥25,425 million, ¥12,827 million and ¥10,736 million of FDIC covered loans held by UNBC which are subject to the guidance on loans and debt securities acquired with deteriorated credit quality at March 31, 2011, 2012 and 2013, respectively. 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, 2013 was approximately ¥78.6 billion, of which ¥41.0 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, 2013 was approximately ¥12.3 billion, of which ¥7.9 billion was included in the results of operations for the fiscal year. A-10 Potential Problem Loans We do not have potential problem loans where known information about possible credit problems of borrowers causes management to have serious doubts as to the borrowers’ ability to comply with the present loan repayment terms that are not disclosed as nonaccrual, restructured loans and accruing loans past due 90 days or more. 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, 2011, 2012 and 2013. 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 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. Loan Concentrations At March 31, 2013, 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-11 IV. Summary of Loan Loss Experience The following table shows an analysis of our loan loss experience by industry of the borrower for each of the five fiscal years ended March 31, 2013: Allowance for credit losses at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs: Domestic: Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . . Communication and information services . . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal years ended March 31, 2009 2010 2011 2012 2013 (in millions, except percentages) ¥1,134,940 626,947 ¥1,156,638 647,793 ¥1,315,615 292,035 ¥1,240,456 223,809 ¥1,285,507 144,542 83,121 44,180 76,734 64,418 118,144 25,310 19,632 10,472 117,021 559,032 44,266 603,298 23,692 2,754 26,446 41,933 22,707 75,446 29,264 76,407 542 23,540 7,225 124,792 401,856 118,916 520,772 48,269 4,103 52,372 32,162 7,414 14,453 22,112 54,498 608 36,871 62,711 107,473 338,302 47,468 385,770 34,653 9,017 43,670 35,577 11,034 7,001 10,526 39,676 377 8,754 1,778 67,969 182,692 34,107 216,799 37,002 6,427 43,429 21,510 7,378 4,413 5,404 28,902 160 3,100 2,984 49,947 123,798 20,739 144,537 23,310 8,365 31,675 112,862 18,800 Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 576,852 (28,397) 468,400 (20,416) 342,100 (25,094) 173,370 (5,388) Allowance for credit losses at end of fiscal year . . . . . . . ¥1,156,638 ¥1,315,615 ¥1,240,456 ¥1,285,507 ¥1,335,987 Allowance for credit losses applicable to foreign activities: Balance at beginning of fiscal year . . . . . . . . . . . . . ¥ 136,656 ¥ 307,343 ¥ 327,568 ¥ 185,871 ¥ 170,812 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . ¥ 307,343 ¥ 327,568 ¥ 185,871 ¥ 170,812 ¥ 207,111 Provision (credit) for credit losses . . . . . . . . . . . . . . ¥ 240,015 ¥ 134,966 ¥ (86,674) ¥ 17,108 ¥ 30,859 Ratio of net charge-offs during the fiscal year to average loans outstanding during the fiscal year . . . . . 0.58% 0.49% 0.39% 0.20% 0.12% Notes: (1) Since the classification by industry segment as defined by the Bank of Japan for regulatory reporting purposes was revised, the charge- offs to lease financing companies of ¥174 million, ¥396 million, ¥140 million and ¥552 million were included in “Real estate” for the fiscal years ended March 31, 2010, 2011, 2012 and 2013, respectively. The related amount at March 31, 2009 had been included in “Services.” (2) Others principally include losses (gains) from foreign exchange translation. In addition, for the fiscal year ended March 31, 2010, others include adjustments related to restructuring of business operations. A-12 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, 2013: 2009 2010 At March 31, 2011 2012 2013 % 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 % of loans in each category to total loans Amount (in millions, except percentages) Domestic: Manufacturing . . . . ¥ 112,412 45,234 Construction . . . . . 116,460 . . . . . Real estate(1) 88,829 . . . . . . . Services(1) Wholesale and 12.87% ¥ 177,753 1.80 31,764 112,154 10.39 88,435 6.72 13.03% ¥ 202,505 41,012 98,873 92,336 1.55 13.29 4.02 12.84% ¥ 252,397 29,663 91,195 92,921 1.46 13.31 3.90 12.40% ¥ 296,798 32,396 1.25 91,046 11.92 82,220 3.51 11.92% 1.07 11.29 2.92 retail . . . . . . . . . Banks and other financial institutions . . . . . Communication and information services . . . . . . . Other industries . . . Consumer . . . . . . . Foreign: Governments and official institutions . . . . . 115,109 9.72 148,637 9.32 197,296 9.64 245,101 9.19 258,161 8.44 38,189 4.82 20,015 4.51 26,505 3.91 23,928 3.83 28,895 3.67 37,549 65,363 223,865 0.73 9.48 20.46 67,273 110,545 213,889 1.45 10.18 20.69 32,570 58,539 280,665 1.43 9.60 21.02 28,795 70,112 270,088 1.39 11.25 19.08 27,775 68,530 233,531 1.33 12.35 17.36 2,349 0.35 70,017 0.53 28,406 0.59 26,800 0.60 30,377 0.68 Banks and other financial institutions(2) Commercial and industrial(2) . . . 76,518 3.98 29,030 4.23 26,853 5.10 24,454 6.36 26,869 7.35 . . . . . . . . . . . . . Unallocated . . . . . . . . . . Other(2) 211,307 17,169 6,285 16.72 1.96 — 203,611 24,910 17,582 14.94 2.26 — 114,352 16,260 24,284 14.99 2.21 — 107,899 11,659 10,495 16.98 2.24 — 137,780 12,085 9,524 18.98 2.64 — Total . . . . . . . ¥1,156,638 100.00% ¥1,315,615 100.00% ¥1,240,456 100.00% ¥1,285,507 100.00% ¥1,335,987 100.00% 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 . . . . 1.15% 1.43% 1.42% 1.39% 1.36% 64.52% 65.53% 60.09% 59.01% 57.52% Notes: (1) Since the classification by industry segment as defined by the Bank of Japan for regulatory reporting purposes was revised, the allowance for credit losses to lease financing companies of ¥25,111 million, ¥8,113 million, ¥6,965 million and ¥7,429 million were included in “Real estate” at March 31, 2010, 2011, 2012 and 2013, respectively. The related balance at March 31, 2009 had been included in “Services.” Percentages of loans to lease financing companies at March 31, 2010, 2011, 2012 and 2013 were 2.59%, 2.30%, 1.93% and 1.90%, respectively. (2) Percentages of loans in each category to total loans at March 31, 2009, 2010, 2011 and 2012 have been restated as follows: 2009 2010 2011 2012 As previously reported As restated As previously reported As restated As previously reported As restated As previously reported As restated (in percentages) Foreign: Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.68% 3.98% 3.22% 4.23% 4.07% 5.10% 5.11% 17.48 2.50 16.72 1.96 15.44 2.77 14.94 2.26 14.97 3.26 14.99 2.21 16.96 3.51 6.36% 16.98 2.24 A-13 While the allowance for credit losses contains amounts allocated to components of specifically identified loans as well as a group on a 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 adjusted to reflect current conditions and various other factors. 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, 2011, 2012 and 2013: Fiscal years ended March 31, 2011 2012 2013 Average amount Average rate Average amount Average rate Average amount Average rate (in millions, except percentages) Domestic offices: Non-interest-bearing demand deposits . . . . . . . . . . . . . . . . ¥ 13,124,899 —% ¥ 13,787,387 —% ¥ 14,184,561 —% Interest-bearing demand deposits . . . . . . . . . . . . . . . . Deposits at notice . . . . . . . . . . Time deposits . . . . . . . . . . . . . Certificates of deposit . . . . . . . Foreign offices: Non-interest-bearing demand 48,752,031 1,484,688 42,263,313 5,486,062 0.03 0.07 0.25 0.20 49,780,056 1,360,019 41,594,652 5,218,531 0.02 0.06 0.20 0.13 51,319,383 1,224,245 41,664,771 5,675,633 0.02 0.02 0.14 0.13 deposits . . . . . . . . . . . . . . . . 2,188,544 — 2,505,338 — 2,794,262 — Interest-bearing deposits, principally time deposits and certificates of deposit . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . 19,787,919 ¥133,087,456 0.61 19,678,674 ¥133,924,657 0.65 23,436,714 ¥140,299,569 0.57 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, 2011, 2012 and 2013 were ¥420,721 million, ¥457,525 million and ¥785,562 million, respectively. At March 31, 2013, the balances and remaining maturities of time deposits and certificates of deposit issued by domestic offices in amounts of ¥10 million (approximately U.S.$106 thousand at the Federal Reserve Bank of New York’s noon buying rate on March 29, 2013) or more and total foreign deposits issued in amounts of U.S.$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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 7,679,764 5,533,866 5,227,841 3,596,102 ¥5,151,988 563,435 402,999 111,105 ¥12,831,752 6,097,301 5,630,840 3,707,207 ¥22,037,573 ¥6,229,527 ¥28,267,100 Foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥19,783,917 A-14 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, 2011, 2012 and 2013: 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 Fiscal years ended March 31, 2011 2012 2013 (in millions, except percentages) ¥19,081,808 ¥21,511,773 ¥24,232,422 19,459,592 16,806,667 22,618,035 21,347,850 25,868,941 23,703,926 0.38% 0.44% 0.26% year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.37% 0.30% 0.18% 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 ¥ 674,622 ¥ 608,061 ¥ 590,150 752,244 633,541 1,117,699 627,331 661,633 633,029 0.12% 0.11% 0.11% year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.12% 0.08% 0.09% 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 ¥ 7,313,927 ¥10,059,100 ¥10,540,612 9,544,575 8,488,197 12,103,569 10,881,525 11,608,598 11,608,598 0.34% 0.28% 0.21% year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.24% 0.23% 0.20% A-15 CONSOLIDATED FINANCIAL STATEMENTS INDEX Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets as of March 31, 2012 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income for the Fiscal Years ended March 31, 2011, 2012 and 2013 . . . . . . . . Consolidated Statements of Comprehensive Income for the Fiscal Years ended March 31, 2011, 2012 Page F-3 F-4 F-6 F-8 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10 Consolidated Statements of Equity for the Fiscal Years ended March 31, 2011, 2012 and 2013 . . . . . . . . F-13 Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 2011, 2012 and 2013 . . . . F-15 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-15 1. Basis of Financial Statements and Summary of Significant Accounting Policies . . . . . . . . . . . . . . F-31 2. Business Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-34 3. Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-42 4. Loans and Allowance for Credit Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-56 5. Premises and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-57 6. Goodwill and Other Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-59 7. Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-64 8. Pledged Assets and Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-66 9. Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-66 10. Call Money and Funds Purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-67 11. Due to Trust Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-67 12. Short-term Borrowings and Long-term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-70 13. Severance Indemnities and Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-82 14. Other Assets and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-84 15. Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-86 16. Common Stock and Capital Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-87 17. Retained Earnings, Legal Reserve and Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-88 18. Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-89 19. Regulatory Capital Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-96 20. Earnings per Common Share Applicable to Common Shareholders of MUFG . . . . . . . . . . . . . . . 21. Derivative Financial Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-97 22. Obligations Under Guarantees and Other Off-balance Sheet Instruments . . . . . . . . . . . . . . . . . . . F-104 23. Variable Interest Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-109 24. Commitments and Contingent Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-119 25. Fees and Commissions Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-120 26. Trading Account Profits and Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-121 27. Business Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-121 28. Foreign Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-124 29. Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-126 30. Stock-based Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-147 31. Parent Company Only Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-150 32. SEC Registered Funding Vehicles Issuing Non-dilutive Preferred Securities . . . . . . . . . . . . . . . . F-152 33. Subsequent Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-153 F-1 (This page is intentionally left blank) F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Mitsubishi UFJ Financial Group, Inc. (Kabushiki Kaisha Mitsubishi UFJ Financial Group): We have audited the accompanying consolidated balance sheets of Mitsubishi UFJ Financial Group, Inc. (Kabushiki Kaisha Mitsubishi UFJ Financial Group) (“MUFG”) and subsidiaries (together, the “MUFG Group”) as of March 31, 2012 and 2013, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended March 31, 2013 (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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, 2012 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2013, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the MUFG Group’s internal control over financial reporting as of March 31, 2013, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated July 22, 2013 expressed an unqualified opinion on the MUFG Group’s internal control over financial reporting. /s/ Deloitte Touche Tohmatsu LLC DELOITTE TOUCHE TOHMATSU LLC Tokyo, Japan July 22, 2013 F-3 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31, 2012 AND 2013 (in millions) ASSETS Cash and due from banks (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-earning deposits in other banks (Notes 8 and 29) . . . . . . . . . . . . . . . . . . . Call loans and funds sold (Note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables under resale agreements (including ¥26,056 and nil measured at fair value under fair value option in 2012 and 2013) (Note 29) . . . . . . . . . . . . . . . . Receivables under securities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . Trading account assets (including assets pledged that secured parties are permitted to sell or repledge of ¥10,573,642 and ¥11,847,846 in 2012 and 2013) (including ¥15,758,131 and ¥16,290,536 measured at fair value under fair value option in 2012 and 2013) (Notes 8, 21 and 29) . . . . . . . . . . . . . . . . . Investment securities (Notes 3, 8 and 29): Securities available for sale—carried at fair value (including assets pledged that secured parties are permitted to sell or repledge of ¥2,859,124 and ¥1,974,928 in 2012 and 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities being held to maturity—carried at amortized cost (including assets pledged that secured parties are permitted to sell or repledge of ¥741,560 and ¥300,821 in 2012 and 2013) (fair value of ¥2,430,689 and ¥2,188,070 in 2012 and 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 2013 ¥ 3,230,409 5,897,732 451,433 ¥ 3,619,253 8,111,887 618,596 4,481,863 3,282,656 5,659,512 2,615,172 34,953,245 40,826,384 57,740,401 58,844,069 2,385,368 909,765 2,131,164 889,952 Total investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,035,534 61,865,185 Loans, net of unearned income, unamortized premiums and deferred loan fees (including assets pledged that secured parties are permitted to sell or repledge of ¥2,491,281 and ¥1,952,868 in 2012 and 2013) (Notes 4 and 8) . . . . . . . . . . . Allowance for credit losses (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,298,243 (1,285,507) 98,590,229 (1,335,987) Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,012,736 97,254,242 Premises and equipment—net (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customers’ acceptance liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets—net (Notes 2 and 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill (Notes 2 and 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets (Notes 7 and 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets (including nil and ¥3,006 measured at fair value under fair value 987,474 250,351 88,082 896,483 354,283 950,395 1,059,054 255,192 90,216 866,153 417,956 514,679 option in 2012 and 2013) (Notes 4, 8, 13, 14 and 29) . . . . . . . . . . . . . . . . . . . . . 7,329,838 6,785,795 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥215,202,514 ¥230,559,276 Assets of consolidated VIEs included in total assets above that can be used only to settle obligations of consolidated VIEs (Note 23) Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-earning deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,229 56,275 1,576,725 530,079 7,101,464 300,208 ¥ 2,692 26,087 2,376,590 701,873 6,814,877 254,978 Total assets of consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 9,566,980 ¥ 10,177,097 F-4 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS—(Continued) MARCH 31, 2012 AND 2013 (in millions, except shares) LIABILITIES AND EQUITY Deposits (Notes 8 and 9): Domestic offices: 2012 2013 Non-interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 14,980,210 99,610,994 ¥ 15,327,957 103,003,820 Overseas offices: Non-interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Call money and funds purchased (Notes 8 and 10) Payables under repurchase agreements (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payables under securities lending transactions (Note 8) . . . . . . . . . . . . . . . . . . . . . . . Due to trust account (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other short-term borrowings (including ¥24,951 and ¥5,041 measured at fair value under fair value option in 2012 and 2013) (Notes 8, 12 and 29) . . . . . . . . . . . . . . Trading account liabilities (Notes 21 and 29) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligations to return securities received as collateral (Note 29) . . . . . . . . . . . . . . . . Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest Long-term debt (including ¥524,758 and ¥564,845 measured at fair value under fair value option in 2012 and 2013) (Notes 8, 12 and 29) . . . . . . . . . . . . . . Other liabilities (Notes 1, 7, 8, 13, 14 and 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments and contingent liabilities (Notes 22 and 24) Mitsubishi UFJ Financial Group shareholders’ equity (Note 19): Capital stock (Notes 15 and 16): Preferred stock—aggregate liquidation preference of ¥390,001 in 2012 and 2013, with no stated value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock—authorized, 33,000,000,000 shares; issued, 14,154,534,220 shares and 14,158,585,720 shares in 2012 and 2013, with no stated value . . Capital surplus (Note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings (Notes 17 and 33): Appropriated for legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unappropriated retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income (loss), net of taxes . . . . . . . . . . . . . . . Treasury stock, at cost—10,471,043 common shares and 4,374,857 common 2,708,186 22,194,340 139,493,730 2,796,221 13,572,712 4,978,917 627,331 10,881,525 11,967,182 3,639,838 88,082 152,836 3,481,750 26,396,212 148,209,739 4,010,582 15,700,394 3,992,950 633,029 11,608,598 14,969,482 3,034,547 90,216 136,712 12,593,062 5,552,631 206,344,067 12,182,358 5,048,689 219,617,296 442,100 442,100 1,645,144 6,378,619 239,571 482,535 (596,400) 1,646,035 6,348,133 239,571 1,361,620 574,347 shares in 2012 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Mitsubishi UFJ Financial Group shareholders’ equity . . . . . . . . . . . Noncontrolling interests (Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,411) 8,583,158 275,289 8,858,447 ¥215,202,514 (3,011) 10,608,795 333,185 10,941,980 ¥230,559,276 Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Mitsubishi UFJ Financial Group (Note 23) Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities of consolidated VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ ¥ 47,147 1,389,971 367,890 1,805,008 ¥ ¥ 39,773 1,166,694 378,679 1,585,146 See the accompanying notes to Consolidated Financial Statements. F-5 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions) Interest income: Loans, including fees (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on conversion rate adjustment of convertible preferred stock (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Call loans and funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables under resale agreements and securities borrowing 2011 2012 2013 ¥1,664,821 29,188 ¥1,595,097 39,963 ¥1,577,770 27,304 320,067 169,667 — 305,214 5,613 307,812 104,634 139,320 315,742 6,918 266,640 104,187 — 394,788 7,046 transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 55,574 2,550,144 86,470 2,595,956 49,786 2,427,521 Interest expense: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payables under repurchase agreements and securities lending 256,190 5,931 228,858 8,157 212,067 6,961 Total transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due to trust account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other short-term borrowings and trading account liabilities . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income after provision for credit losses . . . . . . . . . . . . . . . . Non-interest income: Fees and commissions income (Note 25) . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains (losses)—net (Note 26) . . . . . . . . . . . . . . . . . . . . . Trading account profits—net (Note 26) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities gains—net (Note 3)(1) . . . . . . . . . . . . . . . . . . . . . . . . . Equity in earnings (losses) of equity method investees—net (Note 2) . . . . . Gains on sales of loans (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-interest income (Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Non-interest expense: . . . . . . . . . . . . . . . . . . . . . . . . . . Salaries and employee benefits (Note 13) Occupancy expenses—net (Notes 5 and 24) . . . . . . . . . . . . . . . . . . . . . . . . Fees and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outsourcing expenses, including data processing . . . . . . . . . . . . . . . . . . . . Depreciation of premises and equipment (Note 5) . . . . . . . . . . . . . . . . . . . . Amortization of intangible assets (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of intangible assets (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance premiums, including deposit insurance . . . . . . . . . . . . . . . . . . . . Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes and public charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision (reversal) for repayment of excess interest (Notes 1 and 24) . . . . Other non-interest expenses (Notes 4, 5, 6 and 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 66,728 807 62,829 278,188 670,673 1,879,471 292,035 1,587,436 1,128,358 260,683 133,905 121,803 (113,017) 14,558 148,532 1,694,822 863,996 162,498 212,460 194,842 99,661 219,980 26,566 113,892 53,048 65,882 85,709 361,912 2,460,446 86,947 647 61,657 253,873 640,139 1,955,817 223,809 1,732,008 1,099,963 34,302 667,285 19,384 (499,427) 15,645 103,424 1,440,576 900,144 150,808 204,734 191,089 94,777 212,229 30,986 115,376 49,276 65,641 37 307,545 2,322,642 56,862 665 52,342 227,521 556,418 1,871,103 144,542 1,726,561 1,160,874 (38,955) 570,276 155,957 60,210 14,773 144,774 2,067,909 932,399 151,138 209,782 198,134 94,035 207,568 3,378 98,711 47,095 66,862 (23) 369,520 2,378,599 F-6 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME—(Continued) FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions, except per share amount) Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income before attribution of noncontrolling interests . . . . . . . . . . . . Net income (loss) attributable to noncontrolling interests . . . . . . . . . . . . . . . 2011 2012 2013 821,812 433,625 388,187 (64,458) 849,942 429,191 420,751 4,520 1,415,871 296,020 1,119,851 50,727 Net income attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . ¥452,645 ¥416,231 ¥1,069,124 Income allocated to preferred shareholders: Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 20,940 ¥ 17,940 ¥ 17,940 Net income available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥431,705 ¥398,291 ¥1,051,184 Earnings per common share applicable to common shareholders of Mitsubishi UFJ Financial Group (Notes 17 and 20): Basic earnings per common share—net income available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . ¥ 30.55 ¥ 28.17 ¥ 74.30 Diluted earnings per common share—net income available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . 30.43 28.09 74.16 (1) The following credit losses are included in Investment securities gains—net: (in millions) Decline in fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 2012 2013 ¥ ¥ 17,495 2,993 20,488 ¥ ¥ 11,704 2,078 13,782 ¥ ¥ 7,457 872 8,329 See the accompanying notes to Consolidated Financial Statements. F-7 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions) Fiscal year ended March 31, 2011: Net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss: Net unrealized holding losses on investment securities (including unrealized gain of ¥1,778, net of tax, related to debt securities with credit component realized in earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for gains included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gains on derivatives qualifying for cash flow hedges . . . . . . . . . . . . . . Reclassification adjustment for gains included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for losses included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for losses included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss attributable to noncontrolling interests . . . . . . . . . . . . . . . . Comprehensive loss attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . Fiscal year ended March 31, 2012: Net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income (loss): Net unrealized holding gains on investment securities (including unrealized gain of ¥1,234, net of tax, related to debt securities with credit component realized in earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for gains included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized losses on derivatives qualifying for cash flow hedges . . . . . . . . . . . . . Reclassification adjustment for losses included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for losses included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for losses included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss attributable to noncontrolling interests . . . . . . . . . . . . . . . . Comprehensive income attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . F-8 Gains (Losses) before income tax expense (benefit) Income tax (expense) benefit Gains (Losses) net of income tax expense (benefit) ¥ 388,187 ¥(333,466) ¥ 134,674 (198,792) (122,524) (455,990) 88 (5,740) (5,652) (185,002) 10,774 (174,228) (220,954) 21,327 (199,627) (835,497) 50,395 185,069 (5) 2,255 2,250 73,483 (4,344) 69,139 11,053 (9,021) 2,032 258,490 (72,129) (270,921) 83 (3,485) (3,402) (111,519) 6,430 (105,089) (209,901) 12,306 (197,595) (577,007) (188,820) (64,458) (3,935) ¥(120,427) ¥ 420,751 ¥ 296,347 ¥(118,638) 177,709 (4,511) 291,836 (178) 850 672 1,641 (116,997) (2,870) 174,839 99 (334) (235) (79) 516 437 (189,916) 77,992 (111,924) 29,128 (160,788) (68,269) 31,956 (36,313) 95,407 (11,419) 66,573 (1,528) (11,702) (13,230) (63,889) 17,709 (94,215) (69,797) 20,254 (49,543) 31,518 452,269 4,520 (743) ¥ 448,492 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME—(Continued) FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions) Fiscal year ended March 31, 2013: Net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income: Net unrealized holding gains on investment securities (including unrealized gain of ¥555, net of tax, related to debt securities with credit component realized in earnings) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for gains included in net income before attribution of Gains (Losses) before income tax expense (benefit) Income tax (expense) benefit Gains (Losses) net of income tax expense (benefit) ¥1,119,851 ¥1,108,665 ¥(390,387) 718,278 noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (143,664) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gains on derivatives qualifying for cash flow hedges . . . . . . . . . . . . . . Reclassification adjustment for gains included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for losses included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for losses included in net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 965,001 6,850 (1,210) 5,640 81,568 41,642 123,210 437,485 48,311 485,796 53,856 (336,531) (2,693) 476 (2,217) (27,506) (15,707) (43,213) 406 (18,943) (18,537) Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,579,647 (400,498) Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income attributable to noncontrolling interests . . . . . . . . . . . . . Comprehensive income attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . (89,808) 628,470 4,157 (734) 3,423 54,062 25,935 79,997 437,891 29,368 467,259 1,179,149 2,299,000 50,727 8,402 ¥2,239,871 See the accompanying notes to Consolidated Financial Statements. F-9 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions, except per share amount) Preferred stock (Note 15): Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 442,100 ¥ 442,100 ¥ 442,100 2011 2012 2013 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 442,100 ¥ 442,100 ¥ 442,100 Common stock (Note 16): Balance at beginning of fiscal year Issuance of new shares of common stock by way of exercise of stock acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,643,238 ¥1,644,132 ¥1,645,144 rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 894 1,012 891 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,644,132 ¥1,645,144 ¥1,646,035 Capital surplus (Note 16): Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of subsidiary shares from noncontrolling interest shareholders . . . . . . . . . . Stock-based compensation expense (Note 30) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of new shares of common stock by way of exercise of stock acquisition rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redemption of Class 3 preferred stock (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in ownership interest in Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . . in connection with the securities joint venture (Note 2) Issuance of new shares of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. ¥6,619,525 4,337 876 ¥6,395,705 — 1,370 ¥6,378,619 — 1,233 893 (250,000) 20,550 1,010 — — 889 — — — (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (20,000) Purchase of shares of Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. from noncontrolling interest shareholders (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in a foreign affiliated company’s interests in its subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net — — (476) — — 534 (30,655) (1,816) (137) Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥6,395,705 ¥6,378,619 ¥6,348,133 Retained earnings appropriated for legal reserve (Note 17): Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 239,571 ¥ 239,571 ¥ 239,571 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 239,571 ¥ 239,571 ¥ 239,571 Unappropriated retained earnings (Accumulated deficit) (Note 17): Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . Cash dividends: Common stock—¥12.00 in 2011, 2012, and 2013 per share . . . . . . . . . . . . . . . . Preferred stock (Class 3)—¥30.00 in 2011 per share . . . . . . . . . . . . . . . . . . . . . . Preferred stock (Class 5)—¥115.00 in 2011, 2012, and 2013 per share . . . . . . . Losses on sales of shares of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of adopting new guidance on embedded credit derivatives (Note 1) . . . . . . . . Effect of adopting new guidance on consolidation of certain variable interest entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Note 1) Other—net ¥ (9,284) ¥ 254,103 416,231 452,645 ¥ 482,535 1,069,124 (169,636) (3,000) (17,940) (84) — 1,408 (6) (169,776) — (17,940) (218) 135 (169,819) — (17,940) (2,280) — — — — — Balance at end of fiscal year (Note 33) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 254,103 ¥ 482,535 ¥1,361,620 F-10 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY—(Continued) FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions) 2011 2012 2013 Accumulated other comprehensive income (loss), net of taxes: Net unrealized gains on investment securities (Note 3): Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 579,811 ¥ 308,071 ¥ Net change during the fiscal year Effect of adopting new guidance on consolidation of certain . . . . . . . . . . . . . . . . . . . . . . . . . . . (271,982) 174,363 482,434 623,882 variable interest entities (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . 242 — — Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 308,071 ¥ 482,434 ¥ 1,106,316 Net unrealized gains (losses) on derivatives qualifying for cash flow hedges (Note 21): Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ Net change during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,712 ¥ (3,402) (1,690) ¥ 437 (1,253) 3,423 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (1,690) ¥ (1,253) ¥ 2,170 Pension liability adjustments (Note 13): Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (203,960) ¥ (307,711) ¥ (401,923) 79,386 Net change during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . (103,751) (94,212) Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (307,711) ¥ (401,923) ¥ (322,537) Foreign currency translation adjustments: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (433,582) ¥ (627,331) ¥ (675,658) 464,056 Net change during the fiscal year Effect of adopting new guidance on consolidation of certain . . . . . . . . . . . . . . . . . . . . . . . . . . . (193,937) (48,327) variable interest entities (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . 188 — — Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (627,331) ¥ (675,658) ¥ (211,602) Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (628,661) ¥ (596,400) ¥ 574,347 Treasury stock: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (13,954) ¥ (11,251) ¥ Purchases of shares of treasury stock (Note 16) . . . . . . . . . . . . . . . . . . . . Sales of shares of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redemption of shares of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . Net decrease resulting from changes in interests in consolidated (250,138) 1,262 250,000 (18) 849 — (8,411) (19) 4,888 — subsidiaries, consolidated variable interest entities, and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,579 2,009 531 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (11,251) ¥ (8,411) ¥ (3,011) Total Mitsubishi UFJ Financial Group shareholders’ equity . . . . . . . ¥8,335,699 ¥8,583,158 ¥10,608,795 F-11 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY—(Continued) FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions) 2011 2012 2013 Noncontrolling interests: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 235,922 ¥ 327,213 ¥ Initial subscriptions of noncontrolling interests . . . . . . . . . . . . . . . . . . . . Transactions between the consolidated subsidiaries and the related 39,799 9,991 275,289 30,009 noncontrolling interest shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,540 (7,440) (3,262) Decrease in noncontrolling interests related to deconsolidation of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36,911) (67,276) (8,090) Decrease in noncontrolling interests related to disposition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (480) (4,609) (2,327) Change in ownership interest in Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. in connection with the securities joint venture (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,270 Purchase of shares of Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. from noncontrolling interest shareholders (Note 2) . . . . . . . . . . . . — — — Issuance of new shares of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) attributable to noncontrolling interests . . . . . . . . . . . . Dividends paid to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income (loss), net of taxes: — (64,458) (6,362) 30,000 4,520 (16,487) — (8,345) — 50,727 (9,243) Net unrealized holding gains on investment securities . . . . . . . . . . . Reclassification adjustment for losses (gains) included in net income (loss) attributable to noncontrolling interests in relation to net unrealized holding gains on investment securities . . . . . . . Pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for losses included in net income (loss) attributable to noncontrolling interests in relation to pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for losses included in net income (loss) attributable to noncontrolling interests in relation to foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . 1,056 572 4,689 5 (1,355) (96) (86) (101) 594 17 (3,687) 83 (1,216) 17 3,203 Effect of adopting new guidance on consolidation of certain variable interest entities (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,551 (723) 29 — — 120 — — 25 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 327,213 ¥ 275,289 ¥ 333,185 Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥8,662,912 ¥8,858,447 ¥10,941,980 See the accompanying notes to Consolidated Financial Statements. F-12 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions) Cash flows from operating activities: Net income before attribution of noncontrolling interests . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income before attribution of noncontrolling interests to net cash provided by (used in) operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of intangible assets (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee benefit cost for severance indemnities and pension plans (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities gains—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of premiums on investment securities . . . . . . . . . . . . . . . . . . . Changes in financial instruments measured at fair value under fair value option, excluding trading account securities—net (Note 29) . . . . . . . . . . Foreign exchange losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in losses (earnings) of equity method investees—net (Note 2) . . . . . Provision for deferred income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on conversion rate adjustment of convertible preferred stock (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease (increase) in trading account assets, excluding foreign exchange 2011 2012 2013 ¥ 388,187 ¥ 420,751 ¥ 1,119,851 319,641 26,566 292,035 29,459 (121,803) 67,130 110,003 76,391 113,017 310,351 307,006 30,986 223,809 48,823 (19,384) 81,384 35,297 280,997 499,427 193,114 301,603 3,378 144,542 64,970 (155,957) 91,252 (21,734) (1,059,276) (60,210) 133,054 — (139,320) — contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,148,259 (3,188,559) (3,269,053) Increase in trading account liabilities, excluding foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,456,811 2,326,503 796,656 Increase (decrease) in unearned income, unamortized premiums and deferred loan fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease (increase) in accrued interest receivable and other receivables . . . Increase (decrease) in accrued interest payable and other payables . . . . . . . Net increase (decrease) in accrued income taxes and decrease (increase) in income tax receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in allowance for repayment of excess interest . . . . . . . . Net increase in collateral for derivative transactions . . . . . . . . . . . . . . . . . . Partial withdrawal of assets from employee retirement benefit trusts (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,177 26,815 (18,190) 6,875 52,722 (37,209) — (25,399) 10,754 (110,209) 36,425 116,180 (37,452) (618,295) — 94,642 (13) (82,575) 4,162 (125,309) (21,777) (179,028) 44,851 105,703 Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . 4,237,838 592,879 (2,164,910) Cash flows from investing activities: Proceeds from sales of investment securities available for sale (including proceeds from securities under fair value option) (Note 3) . . . . . . . . . . . 78,141,353 172,325,724 149,910,832 Proceeds from maturities of investment securities available for sale (including proceeds from securities under fair value option) (Note 3) . . . 29,841,882 12,863,545 15,343,140 Purchases of investment securities available for sale (including purchases of securities under fair value option) (Note 3) . . . . . . . . . . . . . . . . . . . . . (116,023,266) (192,356,659) (163,273,113) 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 other investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net decrease (increase) in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net decrease (increase) in interest-earning deposits in other banks . . . . . . . Net decrease 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 . . . . . . . . . . . . . . . . . . . . Purchases of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales and dispositions of investments in equity method investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of consolidated VIEs and subsidiaries—net Proceeds from a repayment of deposits with Government-led Loan Restructuring Program (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415,008 (644,793) 28,156 (39,196) 2,751,433 (2,916,248) 350,828 14,732 (98,323) (151,775) 31,556 45,957 — (40,187) 835,356 (263,300) 37,397 (46,861) (5,609,261) 1,344,430 471,372 20,618 (131,187) (155,308) 125,690 1,297 161,435 11,462 811,024 (442,016) 31,094 (8,034) (2,543,816) (1,706,642) 106,337 36,015 (139,756) (161,090) 78,983 20,951 204,956 (69,120) Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,292,883) (10,364,250) (1,800,255) F-13 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued) FOR THE FISCAL YEARS ENDED MARCH 31, 2011, 2012 AND 2013 (in millions) Cash flows from financing activities: 2011 2012 2013 Net increase in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase in call money, funds purchased, and payables under repurchase agreements and securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase (decrease) in due to trust account Net increase in other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for acquisition of preferred stock (Note 15) Payments to acquire treasury stock (Note 16) . . . . . . . . . . . . . . . . . . . . . . . . . Payments for purchase of shares of Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. from noncontrolling interest shareholders (Note 2) . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid to noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net 2,211,211 3,242,703 4,491,412 747,174 (68,911) 2,533,987 2,573,277 (3,109,981) 327 (250,000) (86) 4,745,245 (6,210) 2,409,172 1,875,591 (2,263,232) 130 — (18) 448,370 5,698 429,163 2,187,511 (3,025,310) 22 — (19) — (190,299) (6,314) 15,525 — (187,561) (16,445) (11,523) (39,000) (187,720) (9,243) (9,351) Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . 4,455,910 9,787,852 4,291,533 Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . (32,584) 368,281 (16,876) (395) 62,476 388,844 Cash and cash equivalents at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . 2,862,523 3,230,804 3,230,409 Cash and cash equivalents at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 3,230,804 ¥ 3,230,409 ¥ 3,619,253 Supplemental disclosure of cash flow information: Cash paid during the fiscal year for: Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash investing and financing activities: Obtaining assets by entering into capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange of ownership interest in Mitsubishi UFJ Morgan Stanley Securities, Co., Ltd. for equity investment in Morgan Stanley MUFG Securities, Co., Ltd. in connection with the securities joint venture (Note 2): Noncontrolling interest in Mitsubishi UFJ Morgan Stanley Securities, Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adoption of new guidance on consolidation of certain variable interest entities (Note 1): Increase in total assets, excluding cash and cash equivalents . . . . . . . . . . . . . Increase in total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Union Bank’s acquisitions (Note 2): Fair value of assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Conversion of Morgan Stanley’s convertible preferred stock (Note 2) . . . . . . . . . . ¥ 725,400 116,399 ¥ 683,034 119,897 ¥ 605,608 288,275 5,576 16,198 7,584 127,270 20,550 237,008 214,887 322,312 328,332 — — — — — — — — — — — 808,266 626,921 502,437 — See the accompanying notes to Consolidated Financial Statements. F-14 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”) is a holding company for The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), Mitsubishi UFJ Trust and Banking Corporation (“MUTB”), Mitsubishi UFJ Securities Holdings Co., Ltd. (“MUSHD”), Mitsubishi UFJ NICOS Co., Ltd. (“Mitsubishi UFJ NICOS”), and other subsidiaries. MUSHD is an intermediate holding company for Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”). See Note 2 for more information on the securities joint venture with Morgan Stanley. Through its subsidiaries and affiliated companies, MUFG engages in a broad range of financial operations, including commercial banking, investment banking, trust banking and asset management services, securities businesses, and credit card businesses, and it provides related services to individual and corporate customers. See Note 27 for more information by business segment. Basis of Financial Statements The accompanying consolidated financial statements are presented 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 (“U.S. 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 years of certain subsidiaries, which end on or after December 31, and MUFG’s fiscal year, which ends on March 31, have been treated as coterminous. For the fiscal years ended March 31, 2011, 2012 and 2013, 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 years ended on or after December 31, would have resulted in an increase of ¥13.87 billion, a decrease of ¥1.56 billion, and an increase of ¥1.48 billion to net income attributable to Mitsubishi UFJ Financial Group, respectively. No intervening events occurred during each of the three-month periods ended March 31, 2011, 2012 and 2013 which, if recorded, would have had material effects on consolidated total assets, loans, total liabilities, deposits or total equity as of March 31, 2011, 2012 and 2013. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 management judgment primarily relate to the allowance for credit losses, the valuation allowances of deferred tax assets, recognition and measurement of uncertain tax positions, the valuation of financial instruments, the accounting for goodwill and intangible assets, impairment of investment securities, the allowances for repayment of excess interest and accrued severance indemnities and pension liabilities. F-15 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Summary of Significant Accounting Policies Significant accounting policies applied in the accompanying consolidated financial statements are summarized below: Consolidation—The accompanying consolidated financial statements include the accounts of MUFG, its subsidiaries and certain variable interest entities (“VIE”s) (together, the “MUFG Group”). In situations in which the MUFG Group has a controlling financial interest in other entities, including certain VIEs, such entities are consolidated and noncontrolling interests are recorded in Total equity. 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 interest in the earnings (losses) of these equity investees and other-than-temporary impairment are reported in Equity in earnings (losses) of equity method investees-net. The MUFG Group recognizes an impairment loss on investments in equity method investees that is other than temporary. The MUFG Group determines whether loss on investments is other than temporary, through consideration of various factors, such as the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the investees, and the intent and ability to retain its investment in the investees for a period of time sufficient to allow for any anticipated recovery in the fair value. The MUFG Group also evaluates additional factors, such as the condition and trend of the economic cycle, and trends in the general market. Before April 1, 2010, the MUFG Group consolidated VIEs when MUFG had a variable interest that would absorb the majority of the VIE’s expected losses or receive the majority of its expected residual returns or both. After the adoption of new guidance on April 1, 2010, the MUFG Group consolidates VIEs if it has the power to direct the activities of a VIE which most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity, except certain VIEs that are deemed as investment companies. For VIEs that are considered investment companies, the MUFG Group determines whether it is the primary beneficiary by evaluation of whether it absorbs a majority of expected losses, receives a majority of expected residual returns or both. See Accounting Changes—Amendment of Accounting for Consolidation of Variable Interest Entities and Note 23 for the details of VIEs. 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 accompanying 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 years. 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 comprehensive income (loss). Tax effects of gains and losses on foreign currency translation of the financial statements of overseas entities are not recognized unless it is apparent that the temporary differences will reverse in the foreseeable future. F-16 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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 years. 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 secured financing or lending transactions, if the transferor has not surrendered control over the securities. If they meet the relevant conditions for the surrender of control, they 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. For the fiscal years ended March 31, 2011, 2012 and 2013, there were no such transactions accounted for as sales. 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 a 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 accompanying 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 in the accompanying 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. The MUFG Group has elected the fair value option for certain foreign securities. See Note 29 for a further discussion of fair value option. Investment Securities—Debt securities for which the MUFG Group has both the ability and positive intent to hold to maturity are classified as Securities being held to maturity and are 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 comprehensive income (loss), net of taxes, which is a component of equity. Other investment securities include nonmarketable equity securities carried at their acquisition cost and investment securities held by subsidiaries that are investment companies or brokers and dealers. Such securities held by those subsidiaries are subject to the specialized industry accounting principles for investment companies and brokers and dealers applicable for those subsidiaries. Securities of those subsidiaries are carried at their fair values. Individual debt and equity securities are written down to fair value with the resulting losses charged to the accompanying consolidated statements of income when, in the opinion of management, a decline in fair value below the cost of such securities is other than temporary. Such impairment loss is included in Investment F-17 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) securities gains—net in the accompanying 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 ability and positive intent to hold the investments for a period of time sufficient to allow for anticipated recovery in fair value, 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. Interest and dividends on investment securities are reported in Interest income. Dividends are recognized when the shareholder 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, 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 counterparty credit risk and market risk exposures to fluctuations in interest and foreign exchange rates, equity and commodity prices. Derivatives entered into for trading purposes are carried at fair value and are reported as Trading account assets or Trading account liabilities, as appropriate. The fair values of derivative contracts executed with the same counterparty under legally enforceable master netting agreements are presented on a gross 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 as hedging instruments and qualify for hedge accounting. The MUFG Group designates a derivative as a hedging instrument at the inception of each such hedge relationship, and it documents, for such individual hedging relationships, the risk management objective and strategy, including the item being hedged, the specific risk being hedged and the method used to assess the hedge 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, as appropriate. For cash flow hedges, the unrealized changes in fair value to the extent effective are recognized in Accumulated other comprehensive income (loss). 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 recognized in Non-interest income or expense. Loans—Loans originated by the MUFG 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 F-18 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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 to yield using a 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 remaining contractual terms of the loans using a method that approximates the interest method when such purchased loans are outside the scope of the guidance on loans and debt securities acquired with deteriorated credit quality as described below. The MUFG Group classifies its loan portfolio into the following portfolio segments—Commercial, Residential, Card and UnionBanCal Corporation (“UNBC”) based on the grouping used by the MUFG Group to determine the allowance for credit losses. The MUFG Group further classifies the Commercial segment into classes based on initial measurement attributes, risk characteristics, and its method of monitoring and assessing credit risk. Originated loans are considered impaired when, based on current information and events, it is probable that the MUFG Group will be unable to collect all the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Past due status is determined based on the contractual terms of the loan and the actual number of days since the last payment date, and is considered in determining impairment. 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 generally evaluated 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, specifically when principal or interest is contractually past due one month or more with respect to loans within all classes of the Commercial segment, three months or more with respect to loans within the Card and UNBC segments, and six months or more with respect to loans within the Residential segment. 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. Once a loan is classified as a nonaccrual loan, a modification would have little likelihood of resulting in the recovery of the loan in view of the severity of the financial difficulty of the borrower. If a nonaccrual loan has been restructured and the borrower is not delinquent under the restructured terms, and demonstrates that its financial condition has improved, the MUFG Group may reclassify the loan to accrual status. This determination is generally performed once a year through a detailed internal credit rating review process. Once a restructured nonaccrual loan is deemed to be a troubled debt restructuring (“TDR”), the MUFG Group will continue to designate the loan as a TDR even if the loan is reclassified to accrual status. In accordance with the guidance on loans and debt securities acquired with deteriorated credit quality, impaired loans acquired for which it is probable that the MUFG Group will be unable to collect all contractual receivables are initially recorded at the present value of amounts expected to be received. For these impaired loans, the related valuation allowances are not carried over or created initially. Accretable yield is limited to the F-19 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) excess of the investor’s estimate of undiscounted cash flows over the investor’s initial investment in the loan. Subsequent increases in cash flows expected to be collected are recognized prospectively through adjustment of the loan’s yield over its remaining life after reduction of any remaining allowance for credit losses for the loan established after its acquisition, if any, while any decrease in such cash flows below those initially expected at acquisition plus additional cash flows expected to be collected arising from changes in estimate after acquisition is recognized as an impairment. Loan Securitization—The MUFG Group securitizes and services commercial, industrial, and residential 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. Otherwise, the transfer is accounted for as a collateralized borrowing transaction. When a securitization is accounted for as a sale, the proceeds from a sale of financial assets consist of the cash and any other assets obtained, including beneficial interests and separately recognized servicing assets, in the transfer less any liabilities incurred, including separately recognized servicing liabilities. All proceeds and reductions of proceeds from a sale shall be initially measured at fair value. 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 generally determined based on detailed loan reviews and a credit assessment by management at each balance sheet date, and are deducted from the allowance for credit losses as net charge-offs. The MUFG Group generally applies its charge-off policy to all loans in its portfolio regardless of the type of borrower. Management believes that the provision for credit losses is adequate and the allowance is at the appropriate amount to absorb probable losses inherent in the loan portfolio. During the fiscal year ended March 31, 2013, the MUFG Group did not make any significant changes to the methodologies or policies used to determine its allowance for credit losses. Key elements relating to the policies and discipline used in determining the allowance for credit losses are 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 or existing economic conditions. In determining the appropriate level of the allowance, the MUFG Group evaluates the probable loss by collateral value, historical loss experience, probability of insolvency and category of loan based on its type and characteristics. The MUFG Group updates these conditions and probable loss on a regular basis and upon the occurrence of unexpected change in the economic environment. The methodologies used to estimate the allowance and the charge-off policy for each portfolio segment are as follows. Commercial segment In the Commercial segment, the methodology for assessing the appropriateness of the allowance consists of several key elements, which include the allocated allowance for individual loans specifically identified for evaluation, the formula allowance, the allocated allowance for country risk exposure, and the allocated allowance for large groups of smaller-balance homogeneous loans. The allocated allowance for individual loans specifically identified for evaluation represents the impairment allowance determined in accordance with the guidance on accounting by creditors for impairment of a loan. The factors considered by management in determining impairment are the internal credit rating assigned to each F-20 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) borrower which represents the borrower’s creditworthiness determined based on payment status, number of delinquencies, and the probability of collecting principal and interest payments when due. The impairment of a loan is measured 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. The formula allowance is applied to loans that are categorized as Normal or Close Watch, excluding loans identified as a TDR, based on the internal credit rating and historical loss factors which are based on the loss experience. See Note 4 for the information on loans to borrowers categorized based on the internal borrower rating. Estimated losses inherent in the loans 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 internal credit rating, taking into account the historical number of defaults of borrowers within each internal credit rating divided by the total number of borrowers. The recovery ratio is mainly determined by the historical experience of collections against loans in default. The default ratio, the recovery ratio and other indicators are continually reviewed to determine the appropriate level of the allowance. Because the evaluation of inherent loss for these loans involves a high degree of uncertainty, subjectivity and judgment, 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 needs to be changed in subsequent years. The allocated allowance for country risk exposure is a country-specific allowance for Normal and Close Watch loans, excluding loans identified as a TDR. 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 measurement is based on a function of default probability and the recovery ratio with reference to external credit ratings. For the allowance for individual cross-border loans specifically identified for evaluation, the MUFG Group incorporates transfer risk in its determination of the related allowance. The allocated allowance for large groups of smaller-balance homogeneous 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 historical loss experience. In relation to loans categorized as Legally/Virtually Bankrupt, the amount of loans less estimated value of the collateral and guaranteed amount is generally considered uncollectible, and is charged off. Residential segment In the Residential segment, the loans are comprised of smaller-balance homogeneous loans that are pooled by their internal credit ratings based on the number of delinquencies. The loans in this segment are generally secured by collateral. Collateral values are based on internal valuation sources, and the allowance is determined for unsecured amounts. The allowance for the nondelinquent group of loans is determined based on historical loss experience. For delinquent groups of loans, the MUFG Group determines the allowance based on the probability of insolvency by the number of actual delinquencies and historical loss experience. In relation to loans that are in past due status over a certain period of time and deemed uncollectible, the amount of loans less estimated value of the collateral and guaranteed amount is generally considered uncollectible and charged off. F-21 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Card segment In the Card segment, the loans are smaller-balance homogeneous loans that are pooled by their internal credit rating based on the number of delinquencies. The allowance for loans in this segment is generally determined based on the probability of insolvency by the number of actual delinquencies and historical loss experience. For calculating the allocated allowance for loans specifically identified for evaluation, impaired loans are aggregated for the purpose of measuring impairment using historical loss factors. In relation to loans that are in past due status over a certain period of time and deemed uncollectible, the amount of loans is generally fully charged off. UNBC segment In the UNBC segment, the methodology for assessing the appropriateness of the allowance consists of several key elements, which include the allocated allowance for individual loans specifically identified for evaluation, the formula allowance, the allocated allowance for large groups of smaller-balance homogeneous loans, and the unallocated allowance. The allocated allowance for individual loans specifically identified for evaluation is established for loans when management determines that the MUFG Group will be unable to collect all amounts due according to the contractual terms of the loan agreement, including interest payments. Impaired loans are carried at the lower of the recorded investment in the loan, the present value of expected future cash flows discounted at the loan’s effective rate, the loan’s observable market price, or the fair value of the collateral, if the loan is collateral dependent. The formula allowance is calculated by applying historical loss factors to outstanding loans. Historical loss factors are based on the historical loss experience and may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the balance sheet date. The allocated allowance for large groups of smaller-balance homogeneous loans is established for consumer loans as well as for smaller balance commercial loans. These loans are managed by a pool basis, and loss factors are based on expected net charge-off ranges. 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 measured in the determination of the allocated allowance. The conditions used for consideration of the unallocated allowance at each balance sheet date include factors such as, existing general economic and business conditions affecting the key lending areas and products of the MUFG Group, credit quality trends and risk identification, collateral values, loan volumes, underwriting standards and concentrations, specific industry conditions, recent loss experience and the duration of the current business cycle. The MUFG Group reviews these conditions and has an internal discussion with senior credit officers on a quarterly basis. Commercial loans are generally considered uncollectible based on an evaluation of the financial condition of a borrower as well as the value of any collateral and, when considered to be uncollectible, loans are charged off in whole or in part. Consumer loans are generally considered uncollectible based on past due status and the value of any collateral and, when considered to be uncollectible, loans are charged off in whole or in part. 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 F-22 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) letters of credit and other financial instruments. The allowance is recorded as a liability in Other liabilities. The MUFG Group adopts the same methodology used in determining the allowance for credit losses on loans. Potential credit losses related to derivatives are considered in the fair value 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 is shorter. MUFG, BTMU and MUTB apply the declining-balance method in depreciating their premises and equipment, while other subsidiaries mainly apply the straight-line method, 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 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 their 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 recognizes goodwill, as of the acquisition date, measured as the excess of fair value, including that of noncontrolling interests, over net assets of the acquiree. Goodwill related to investments in equity method investees is included in Other assets as a part of the carrying amount of investments in equity method investees. Goodwill arising from a business combination is not amortized but is tested at least annually for impairment. 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. F-23 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 to 10 5 to 19 7 to 27 3 to 40 Straight-line Declining-balance Declining-balance Straight-line Intangible assets having indefinite useful lives 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. Accrued Severance and Pension Liabilities—The MUFG Group has defined benefit pension plans and other postretirement benefit plans, including severance indemnities plans. The liabilities related to these plans are computed and recognized based on actuarial computations. Net actuarial gains and losses that arise from differences between actual experience 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. Under the guidance related to employers’ accounting for defined benefit pension and other postretirement plans, the MUFG Group recognizes a net liability or asset to report the funded status of its defined benefit pension and other postretirement plans in the accompanying consolidated balance sheets and recognizes changes in the funded status of defined benefit pension and other postretirement plans in the year in which the changes occur in Accumulated other comprehensive income (loss). The costs of the plans, based on actuarial computations of current and future employee benefits, were charged to Salaries and employee benefits. The MUFG Group measures plan assets and benefit obligations as of the date of the consolidated balance sheets. 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 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. Allowance for Repayment of Excess Interest—The MUFG Group maintains an allowance for repayment of excess interest based on an analysis of past experience of reimbursement of excess interest, borrowers’ profile, F-24 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) recent trend of borrowers’ claims for reimbursement, and management’s future forecasts. The allowance is recorded as a liability in Other liabilities. Fees and Commissions—Revenue recognition of major components of fees and commissions is as follows: ‰ ‰ ‰ Fees on funds transfer and collection services, service charges on deposit accounts, fees and commissions on securities business, fees on real estate business, insurance commissions, fees and commissions on stock transfer agency services, fees on investment funds business, and fees and commissions from other services are generally recognized as revenue when the related services are performed or recognized over the period that the service is provided. 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 the 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 the credit card business is recognized as billed. 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. 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 during the fiscal year. A tax position that meets the “more likely than not” recognition threshold is measured to determine the amount of benefit to recognize. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Free Distributions of Common Shares—As permitted by 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 16 for further information. Earnings per Common Share—Basic earnings per share (“EPS”) excludes dilutive effects of potential common shares and is computed by dividing net 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 20 for the computation of basic and diluted EPS. F-25 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Treasury Stock—The MUFG Group presents its treasury stock, including shares of MUFG owned by its subsidiaries and affiliated companies, as a reduction of equity on the accompanying consolidated balance sheets at cost and accounts for treasury stock transactions under an average cost method. Gains (losses) on sales of treasury stock are charged to capital surplus and unappropriated retained earnings. Comprehensive Income (Loss)—Comprehensive income (loss) includes net income (loss) before attribution to noncontrolling interests and other comprehensive income (“OCI”). All changes in unrealized gains and losses on investment securities, unrealized gains and losses on derivatives qualifying for cash flow hedges, pension liability adjustments and foreign currency translation adjustments constitute OCI and are presented, with related income tax effects, in the accompanying consolidated statements of comprehensive income. Stock-Based Compensation—MUFG and certain of its subsidiaries have stock-based compensation plans. Stock-based compensation expenses are recognized based on the grant date fair value of share based compensation over the period during which an employee is required to provide service in accordance with the terms of the plans. See Note 30 for further discussion of stock-based compensation plans. Change in Accounting Estimates The MUFG Group evaluates the remaining useful life of an intangible asset at each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life. When the useful life of intangible assets not subject to amortization is no longer determined to be indefinite, such as when unanticipated competition enters a market, the intangible asset is amortized over the remaining period that it is expected to contribute to positive cash flows. At September 30, 2011, the MUFG Group reevaluated the useful lives of its intangible assets related to its customer relationships from fund contracts, which had been recorded as intangible assets not subject to amortization. Due to the global financial downturn, including the recent financial market disruption in Europe and the downgrade of the U.S. treasury bonds’ credit rating, the downward trend of customer assets under management, which had previously been on an upward trend, was not expected to recover in the near future and therefore is no longer expected to support indefinite useful lives of the intangible assets associated with the customer relationships from fund contracts. As a result of the reevaluation, the MUFG Group reclassified its intangible assets related to the customer relationships of ¥42,224 million from intangible assets not subject to amortization to those subject to amortization. See Note 6 for the details of these intangible assets. Accounting Changes Amendment of Accounting for Consolidation of Variable Interest Entities—In June 2009, the FASB issued new guidance which amends the accounting for consolidation of VIEs. This guidance changes the previous guidance by modifying the characteristics for assessing a primary beneficiary to include entities that have the power to direct the activities of the VIE which significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The primary beneficiary determination must be reassessed on an ongoing basis. In addition, this guidance amends the identification of VIEs by eliminating the scope exception for qualified special purpose entities and adding an additional reconsideration event for determining whether an entity is a VIE. This guidance became effective on April 1, 2010 for the MUFG Group. In February 2010, the FASB issued further guidance which defers the requirements of the consolidation guidance for determining the primary beneficiary of VIEs for certain investment funds including mutual funds, private equity funds, hedge funds, venture capital funds, mortgage real estate investment funds, and certain real estate investment funds. F-26 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The MUFG Group has elected to apply the new guidance above prospectively. Accordingly, financial statements for prior periods have not been restated. The net increase in the MUFG Group’s consolidated assets, liabilities and shareholders’ equity attributable to noncontrolling interests was ¥237,008 million, ¥214,887 million and ¥19,551 million, respectively, as of April 1, 2010. The cumulative effect on retained earnings was an increase of ¥1,408 million upon adoption. See Note 23 for further disclosures required by the new guidance. Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses—In July 2010, the FASB issued new guidance which requires additional disclosures and amends existing disclosure requirements on allowances for credit losses and the credit quality of financial receivables. The guidance requires additional disclosures on credit quality indicators of financing receivables, aging of past due financing receivables, nature and extent of TDR and modifications, and significant purchases and sales of financing receivables on a disaggregated basis. The existing guidance is amended to require disclosure of financing receivables on a more disaggregated basis. This guidance is effective for interim and annual reporting periods ending on or after December 15, 2010. Specific items regarding activity that occurs during a reporting period, such as the allowance roll-forward disclosures, is effective for interim and annual reporting periods beginning on or after December 15, 2010. The MUFG Group adopted this guidance on March 31, 2011, except for the disclosures about items regarding activity that occurs during a reporting period. For the disclosures about items regarding activity that occurs during a reporting period, the MUFG Group adopted this guidance on April 1, 2011. This guidance affected the MUFG Group’s disclosures about the credit quality of financing receivables and allowances for credit losses, but did not affect its financial position and results of operations. See Note 4 for details of disclosures required by this guidance. Amendment to Accounting for A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring—In April 2011, the FASB issued new guidance on a creditor’s evaluation of whether a modification or restructuring of a receivable is a TDR. This clarifies the guidance on a creditor’s evaluation of whether the creditor has granted a concession and whether the debtor is experiencing financial difficulties. This guidance also clarifies that a creditor is precluded from using the borrower’s effective rate test when assessing whether a concession has been granted to the borrower. This guidance is effective for the first interim or annual reporting period beginning on or after June 15, 2011. An entity is required to apply this guidance retrospectively for all modifications and restructuring activities that have occurred from the beginning of the annual period of adoption. For receivables that are newly considered impaired under the guidance on accounting by creditors for impairment of a loan, an entity should measure the impairment of those receivables prospectively in the first period of adoption and disclose the total amount of receivables and the related allowance for credit losses as of the end of the period of adoption. Early adoption is permitted. The MUFG Group adopted this guidance on April 1, 2012, and there was no material impact on its financial position and results of operations. See Note 4 for further details of the disclosures required by this guidance. Amendments to Accounting Scope of Embedded Credit Derivatives—In March 2010, the FASB issued new guidance which clarifies the scope exception related to embedded credit derivatives. This guidance addresses how to determine which embedded credit derivative features, including those in collateralized debt obligations (“CDOs”) and synthetic CDOs, are considered to be embedded derivatives that are exempt from potential bifurcation and separate accounting requirement. This guidance is effective for the first interim reporting period beginning after June 15, 2010 with early application permitted at the beginning of the first interim reporting period beginning after the issuance of this new guidance. In initially adopting this new guidance, an entity may elect the fair value option for any investment in a beneficial interest in a securitized financial asset. The election of the fair value option is irrevocable and should be determined on an instrument-by-instrument basis at the beginning of the reporting period of initial adoption. The MUFG Group adopted this guidance on April 1, 2011, and recorded a ¥135 million increase to retained earnings as a cumulative effect adjustment. F-27 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs—In May 2011, the FASB issued new guidance, which amends certain accounting and disclosure requirements related to fair value measurements, that result in common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards (“IFRS”). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This guidance is effective during interim and annual period beginning after December 15, 2011. The MUFG Group adopted this guidance on April 1, 2012, which had no impact on its financial position and results of operations. See Note 29 for further details of the disclosures required by this guidance. Amendments to the Presentation of Comprehensive Income—In June 2011, the FASB issued new guidance which amends presentation and disclosure requirements of OCI. This guidance eliminates the option to present the components of OCI as part of the statement of changes in stockholders’ equity and requires that all changes in comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, in December 2011, the FASB issued further guidance which indefinitely defers the specific requirement to present items that are reclassified from accumulated OCI to net income separately with their respective components of net income and OCI. This does not defer the effective date of the other disclosure requirements within the new guidance. This guidance is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption of this guidance is permitted. The MUFG Group adopted this guidance on April 1, 2012. This guidance only affected the presentation of the MUFG Group’s consolidated financial statements and had no impact on its financial position and result of operations. In February 2013, the FASB issued further guidance which finalizes the specific requirement to present items that are reclassified from accumulated OCI to net income separately with their respective components of net income and OCI. Under this guidance, the deferred date for the specific requirement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. See Recently Issued Accounting Pronouncements—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income for details. Amendments to Testing Goodwill for Impairment—In September 2011, the FASB issued new guidance which simplifies goodwill impairment testing. This guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test which includes calculating the fair value of the reporting unit. This guidance is effective for goodwill impairment tests performed in interim and annual periods for fiscal years beginning after December 15, 2011. Early adoption of this guidance is permitted. The MUFG Group adopted this guidance on April 1, 2012, and there was no impact on its financial position and results of operations. Recently Issued Accounting Pronouncements Scope Clarification of Accounting for Derecognition of in Substance Real Estate—In December 2011, the FASB issued new guidance, which resolves the diversity in practice about whether the guidance of real estate sales in property, plant, and equipment applies to a parent that ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. Under the amendments in this guidance, when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance of real estate sales in property, plant, and equipment to determine whether it should derecognize the in substance real estate. The amendments in this guidance are effective for fiscal years, and F-28 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) interim periods within those years, beginning on or after June 15, 2012. Early adoption is permitted. The MUFG Group does not expect that the adoption of the guidance will have a material impact on its financial position and results of operations. Disclosures about Offsetting Assets and Liabilities—In December 2011, the FASB issued new guidance which facilitates comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. This guidance requires that entities disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements, reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. This guidance is effective for annual periods for fiscal years beginning on or after January 1, 2013 and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. In January 2013, the FASB issued further guidance which provides clarification that the scope of the guidance on disclosures about offsetting assets and liabilities applies to derivatives, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with existing guidance or subject to an enforceable master netting arrangement or similar agreement. The new guidance will only affect the MUFG Group’s disclosures about offsetting assets and liabilities, and will not affect its financial position and results of operations. Amendments to Testing Indefinite-Lived Intangible Assets for Impairment—In July 2012, the FASB issued new guidance which simplifies the impairment testing for indefinite-lived intangible assets other than goodwill. The guidance allows an entity the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. An entity electing to perform a qualitative assessment is no longer required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is “more likely than not” that the asset is impaired. This guidance is effective for impairment tests performed in interim and annual periods for fiscal years beginning after September 15, 2012. Early adoption is permitted. The MUFG Group does not expect that the adoption of the guidance will have a material impact on its financial position and results of operations. Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution—In October 2012, the FASB issued new guidance, which clarifies the accounting guidance for subsequently measuring an indemnification asset recognized as a result of a government-assisted acquisition of a financial institution when a change in cash flows expected to be collected occurs. This guidance specifies an entity shall subsequently account for the change in measurement of the indemnification asset on the same basis as the change in assets subject to the indemnification and limit any amortization of changes in value to the lesser of the contractual term of the indemnification agreement or the remaining life of the indemnified assets. This guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. Early adoption is permitted. The MUFG Group does not expect that the adoption of this guidance will have a material impact on its financial position and results of operations. Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income—In February 2013, the FASB issued new guidance which requires an entity to present separately for each component of OCI, current period reclassifications out of accumulated OCI and other amounts of current period OCI. In addition, the guidance requires an entity to report the effect of significant reclassifications out of accumulated OCI on the F-29 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments in this guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. Early adoption is permitted. This guidance will only affect the presentation of the MUFG Group’s consolidated statements of income or disclosures related to items reclassified out of OCI and will not affect its financial position and results of operations. Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date—In February 2013, the FASB issued new guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The MUFG Group does not expect that the adoption of the guidance will have a material impact on its financial position and results of operations. Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity—In March 2013, the FASB issued new guidance which requires the release of an entity’s cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The MUFG Group does not expect that the adoption of the guidance will have a material impact on its financial position and results of operations. Amendments to the Scope, Measurement, and Disclosure Requirements for Investment Companies—In June 2013, the FASB issued guidance that changed the approach for determining whether an entity is an investment company under U.S. GAAP, and set forth certain measurement and disclosure requirements. This guidance changes the approach to the investment company assessment, clarifies the characteristics of an investment company, and provides comprehensive guidance for assessing whether an entity is an investment company. In addition, this guidance requires an investment company to measure noncontrolling ownership interests in other investment companies at fair value rather than using the equity method of accounting. Also, this guidance requires additional disclosures about an entity’s status as an investment company and financial support provided or contractually required to be provided by an investment company to its investees. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption of this guidance is prohibited. The MUFG Group has not completed the study of what effect this guidance will have on its financial position and results of operations. Inclusion of the Fed Funds Effective Swap Rate or Overnight Index Swap Rate as a Benchmark Interest Rate for Hedge Accounting Purposes—In July 2013, the FASB issued new guidance which permits the U.S. Federal Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to, the interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate (“LIBOR”). The guidance also removes the restriction on using different benchmark rates for similar hedges. This guidance is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The MUFG Group has not completed the study of what effect this guidance will have on its financial position and results of operations. F-30 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 2. BUSINESS DEVELOPMENTS Mitsubishi UFJ NICOS Co., Ltd. On March 30, 2011, MUFG and The Norinchukin Bank (“Norinchukin”) increased the capital of Mitsubishi UFJ NICOS through allotment to existing shareholders. MUFG and Norinchukin acquired ¥85 billion and ¥15 billion of new common shares in Mitsubishi UFJ NICOS, respectively, with no change of ownership in the shares of Mitsubishi UFJ NICOS between MUFG and Norinchukin (i.e., approximately 85% owned by MUFG and 15% owned by Norinchukin). UnionBanCal Corporation On April 16 and 30, 2010, Union Bank, N.A. (“Union Bank”), a subsidiary of UNBC, entered into Purchase and Assumption Agreements with the Federal Deposit Insurance Corporation (“FDIC”) to acquire certain assets and assume certain liabilities of Tamalpais Bank and Frontier Bank and thereby recorded goodwill and core deposit intangible assets of ¥8,068 million and ¥1,648 million, respectively. In connection with the acquisition, Union Bank also entered into two loss share agreements with the FDIC—one for single-family residential mortgage loans and another for commercial loans, the related unfunded commitments and other covered assets. On December 1, 2012, Union Bank acquired certain assets and assumed certain liabilities of Pacific Capital Bancorp, a bank holding company headquartered in Santa Barbara, California, for ¥124,484 million in cash, and thereby recorded goodwill of ¥33,875 million and intangible assets of ¥6,093 million. Investment in Morgan Stanley On September 29, 2008, the MUFG Group and Morgan Stanley completed a final agreement to enter into a strategic capital alliance aiming to build a global strategic alliance primarily in the corporate and investment bank fields. On October 13, 2008, the MUFG Group purchased shares of preferred stock issued by Morgan Stanley. The investment in Morgan Stanley’s preferred stock consisted of Series B Non-cumulative Non-voting Perpetual Convertible Preferred Stock (“Series B Preferred Stock”) and Series C Non-cumulative Non-voting Perpetual Preferred Stock. On April 21, 2011, the MUFG Group and Morgan Stanley entered into an agreement to convert the Series B Preferred Stock with a face value of ¥808,266 million, into Morgan Stanley’s common stock. On June 30, 2011, the MUFG Group converted the Series B Preferred Stock for approximately 385 million shares of Morgan Stanley’s common stock, including approximately 75 million additional shares resulting from the adjustment to the conversion rate pursuant to the agreement. The adjustment to the conversion rate was recognized as a gain of ¥139,320 million, which was included in Gain on conversion rate adjustment of convertible preferred stock in Interest income on investment securities in the accompanying consolidated statement of income for the fiscal year ended March 31, 2012. Prior to the conversion, the MUFG Group held approximately 3.0% of Morgan Stanley’s common stock and the investment was included in Investment securities available for sale. As a result of the conversion, the MUFG Group held approximately 22.4% of Morgan Stanley’s common stock, giving the MUFG Group the ability to exercise significant influence over the operations of Morgan Stanley. Accordingly, the MUFG Group has adopted the equity method of accounting for its investment in Morgan Stanley from June 30, 2011. The MUFG Group’s investments, results of operations and retained earnings were adjusted retroactively on a step-by-step basis as if the equity method of accounting had been in effect during all previous periods. The MUFG Group’s retroactive adjustment was applied to the existing approximately 3.0% investment in Morgan Stanley’s common stock through June 30, 2011. Following the conversion, the MUFG Group began recognizing its approximately 22.4% interest in Morgan Stanley’s common stock as an investment in an equity method investee included in Other assets. F-31 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Upon qualifying for the equity method of accounting on June 30, 2011, the MUFG Group performed a valuation of its Morgan Stanley investment. As a result of the valuation, the carrying amount of the MUFG Group’s investment in common stock exceeded the underlying equity in net assets of Morgan Stanley and the excess was recognized as goodwill. At September 30, 2011, the quoted market price of Morgan Stanley’s common stock had declined 41% from the quoted market price at June 30, 2011. The quoted market price at September 30, 2011 represented less than half of the MUFG Group’s carrying amount on a per share basis. The MUFG Group evaluated this stock price decline to determine whether the investment in Morgan Stanley was other than temporarily impaired. The MUFG Group determined that the decline in the stock price was other than temporary in light of the increasingly stringent regulatory environment and the existing adverse economic events in Europe. More specifically, new and pending regulations, such as the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) and the global regulatory framework often referred to as “Basel III,” were expected to impose significant constraints on the business activities of financial institutions, including the prohibition on certain transactions, the enhancement of risk management frameworks, and the increase in capital adequacy requirements. Rules designed to further regulate the business operations of financial institutions were being adopted, or were at the time scheduled soon to be adopted, by government agencies, including the rules relating to resolution plans and rules generally referred to as the Volcker Rule under the Dodd-Frank Act. Furthermore, the impact of the prolonged European economic crisis had resulted in negative long-term prospects for the global financial market. The events in Europe had an immediate effect on financial institutions holding sovereign securities and were also expected to have long-term consequences for financial institutions with operations in Europe. Given these uncertain economic environment and increasing regulatory challenges, and the significant excess of the carrying amount per share over the quoted market price of Morgan Stanley’s common stock, the MUFG Group recorded an other-than-temporary impairment loss of ¥579,468 million at September 30, 2011. The MUFG Group’s investment in Morgan Stanley’s common stock was adjusted to the quoted market price of Morgan Stanley’s common stock as of September 30, 2011, and the impairment loss was reflected in Equity in earnings (losses) of equity method investees-net in the accompanying consolidated statement of income for the fiscal year ended March 31, 2012. The MUFG Group recorded no additional other-than-temporary impairment loss during the fiscal year ended March 31, 2013. See Note 14 for more information. Purchase of shares of Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. from noncontrolling interest shareholders On December 26, 2012, MUSHD and BTMU acquired the remaining 49% ownership of Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd., which had been 51% owned subsidiary of the MUFG Group. As a result, it became a wholly-owned subsidiary of MUFG. The acquisition was accounted for as an equity transaction, and the excess of the cash consideration paid over the Noncontrolling interest was recognized as a reduction of Capital surplus. The purpose of making Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. a wholly-owned subsidiary is to further strengthen private banking services for high-net-worth customers. Securities Joint Venture with Morgan Stanley On March 30, 2010, the MUFG Group and Morgan Stanley entered into a securities joint venture agreement to integrate their securities business. The purpose of the joint venture is to collaborate in providing capital markets services to investment banking clients of the MUFG Group and Morgan Stanley and in offering a wide range of products and services, including Morgan Stanley’s global products and services, to the MUFG Group’s retail and middle market customers in Japan as well as to investment banking clients of both parties. The two joint venture companies will continue to offer products and services in sales and trading and research areas separately. F-32 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) In relation to the integration of the securities companies in Japan, the former Mitsubishi UFJ Securities Co., Ltd. (“MUS”) was restructured into an intermediate holding company, MUSHD, and a securities business subsidiary, MUS. On May 1, 2010, MUS changed its name to MUMSS and the MUFG Group’s ownership interest in MUMSS also changed from 100% to 60%, with Morgan Stanley holding the remaining 40% voting and economic interest. Since the MUFG Group has retained control of MUMSS, the change in the MUFG Group’s ownership interest has been accounted for as an equity transaction and the MUFG Group has recorded ¥127 billion and ¥21 billion of noncontrolling interests and capital surplus, respectively. MUMSS continues the existing Japan based retail, middle markets, capital markets and sales and trading businesses of the former MUS while integrating the investment banking team of the former Morgan Stanley Japan Securities Co., Ltd. (“MSJS”). Also, on May 1, 2010, MSJS was renamed to Morgan Stanley MUFG Securities Co., Ltd. (“MSMS”). MSMS continues to provide the existing sales and trading and capital markets operations of the former MSJS. The MUFG Group holds a 49% voting interest and a 60% economic interest in MSMS while Morgan Stanley holds the remaining 51% voting interest and 40% economic interest. The MUFG Group applies the equity method of accounting to MSMS due to its significant influence. Per the shareholders’ agreement between the MUFG Group and Morgan Stanley, to the extent that losses incurred by MUMSS or MSMS result in a requirement to restore its capital, the controlling shareholder is solely responsible for providing additional capital to a minimum level and the noncontrolling shareholder is not obligated to contribute additional capital. On April 22, 2011, due to losses incurred by MUMSS in the fiscal year ended March 31, 2011, the MUFG Group contributed ¥30 billion of new capital to MUMSS by acquiring newly issued shares of MUMSS. In October 2011, MUMSS implemented an early retirement program to reduce expenditures and improve operating performance. MUMSS recorded employee termination expenses of ¥20 billion in the second half of the fiscal year ended March 31, 2012. On November 24, 2011, the MUFG Group contributed ¥20 billion of new capital to MUMSS by acquiring newly issued shares of MUMSS in order to restore its capital adversely affected by the expenses during the fiscal year ended March 31, 2012. The additional capital in MUMSS improves and strengthens its capital base and restores its capital adequacy level. The new MUMSS shares have no voting rights and do not change the proportion of voting interests in MUMSS or change the right to participate in MUMSS’ earnings. In order to reflect the existing 60% economic interest in MUMSS after the MUFG Group’s capital contribution, 40% of the new share issuance on April 2011 and November 2011, or ¥12 billion and ¥8 billion, respectively, was recognized as an increase in noncontrolling interest and a reduction of capital surplus, given that the rights to participate in the residual assets of MUMSS will be distributed to the MUFG Group and Morgan Stanley in proportion to their percentage ownership interests. To the extent that MUMSS is required to increase its capital level due to factors other than losses, such as future regulatory capital changes, both the MUFG Group and Morgan Stanley are required to contribute the necessary capital based upon their economic interests as set forth above. In this context, to meet an anticipated change in regulatory capital requirements for MUMSS, the MUFG Group contributed ¥15 billion and Morgan Stanley contributed ¥10 billion of additional proportionate capital investments on November 24, 2011, and the contribution by Morgan Stanley was recognized as an increase of noncontrolling interest. F-33 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 3. INVESTMENT SECURITIES The amortized cost, gross unrealized gains and losses and fair value of investment securities available for sale and being held to maturity at March 31, 2012 and 2013 were as follows: At March 31, 2012: Securities available for sale: Debt securities: Amortized cost Gross unrealized gains Gross unrealized losses (in millions) Fair value Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . . . Japanese prefectural and municipal bonds . . . . . Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . Commercial mortgage-backed securities . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . Marketable equity securities . . . . . . . . . . . . . . . . . . . ¥48,736,276 173,028 ¥ 155,010 7,750 ¥ 8,624 — ¥48,882,662 180,778 953,364 2,460,263 1,129,948 96,502 503,011 964 2,315,374 18,606 68,933 14,239 2,512 401 — 1,129,136 742 2,639 5,602 684 891 — 5,734 971,228 2,526,557 1,138,585 98,330 502,521 964 3,438,776 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥56,368,730 ¥1,396,587 ¥24,916 ¥57,740,401 Securities being held to maturity: Debt securities: Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . . . Japanese prefectural and municipal bonds . . . . . Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . ¥ 590,147 3,531 ¥ 4,370 6 ¥ — ¥ — 594,517 3,537 626,871 59,857 1,104,890 72 3,691 201 39,447 1 169 14 2,212(1) — 630,393 60,044 1,142,125 73 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,385,368 ¥ 47,716 ¥ 2,395 ¥ 2,430,689 Note: (1) UNBC reclassified collateralized loan obligations (“CLOs”), which totaled ¥111,895 million at fair value, from Securities available for sale to Securities being held to maturity during the fiscal year ended March 31, 2010. As a result of the reclassification, the unrealized losses at the date of reclassification remaining in Accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets was ¥29,539 million before taxes at March 31, 2012 and not included in the table above. F-34 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) At March 31, 2013: Securities available for sale: Debt securities: Amortized cost Gross unrealized gains Gross unrealized losses (in millions) Fair value Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . . . Japanese prefectural and municipal bonds . . . . . Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . Commercial mortgage-backed securities . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities(1) Marketable equity securities . . . . . . . . . . . . . . . . . . . . ¥49,159,827 207,227 ¥ 323,725 9,852 ¥ 3,598 4 ¥49,479,954 217,075 701,504 1,868,599 1,204,219 260,057 813,312 109,365 2,224,060 17,814 55,044 20,902 9,895 1,132 2,247 1,874,159 3,022 697 1,501 570 3,766 4,898 815 716,296 1,922,946 1,223,620 269,382 810,678 106,714 4,097,404 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥56,548,170 ¥2,314,770 ¥18,871 ¥58,844,069 Securities being held to maturity: Debt securities: Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . . . ¥ 232,881 ¥ 1,883 ¥ — ¥ 234,764 Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . 284,315 23,555 86,722 1,503,691 2,409 173 1,056(2) 51,396 — — 11 —(3) 286,724 23,728 87,767 1,555,087 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,131,164 ¥ 56,917 ¥ 11 ¥ 2,188,070 Notes: (1) Other debt securities in the table above includes ¥106,699 million of private placement tax-exempt debt conduit bonds. (2) The MUFG Group reclassified residential mortgage-backed securities, which totaled ¥12,356 million at fair value, from Securities available for sale to Securities being held to maturity during the fiscal year ended March 31, 2013. As a result of the reclassification, the unrealized gains at the date of reclassification remaining in Accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets was ¥395 million before taxes at March 31, 2013 and not included in the table above. (3) As a result of the reclassification during the fiscal year ended March 31, 2010, the unrealized losses at the date of reclassification remaining in Accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets was ¥1,460 million before taxes at March 31, 2013 and not included in the table above. Other Securities 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 ¥876,333 million and ¥864,052 million at March 31, 2012 and 2013, respectively, because their fair values were not readily determinable. The remaining balances were investment securities held by certain subsidiaries subject to specialized industry accounting principles for investment companies and brokers and dealers and carried at fair value of ¥33,432 million and ¥25,900 million at March 31, 2012 and 2013, respectively. See Note 29 for the valuation techniques and inputs used to estimate the fair values. F-35 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) With respect to cost-method investments of ¥302,318 million and ¥ 357,805 million at March 31, 2012 and 2013, respectively, the MUFG Group has estimated a fair value using commonly accepted valuation techniques to determine if the investment is impaired in each reporting period. These cost-method investments are primarily comprised of nonmarketable equity securities issued by public companies which are convertible to marketable common stock in the future. See Note 29 for the details of these commonly accepted valuation techniques. If the fair value of the investment is less than the cost of the investment, the MUFG Group proceeds to evaluate whether the impairment is other than temporary. With respect to cost-method investments of ¥574,015 million and ¥506,247 million at March 31, 2012 and 2013, respectively, the MUFG Group performed a test to determine whether any impairment indicator existed for each investment in each reporting period. If an impairment indicator exists, the MUFG Group estimates the fair value of the cost-method investment. If the fair value of the investment is less than the cost of the investment, the MUFG Group performs evaluation of whether the impairment is other than temporary. The primary method the MUFG Group uses to identify impairment indicators is a comparison of the MUFG Group’s share in an investee’s net assets to the cost of the MUFG Group’s investment in the investee. The MUFG Group also considers whether significant adverse changes in the regulatory, economic or technological environment have occurred with respect to the investee. The MUFG Group periodically monitors the status of each investee including the credit rating, which is generally updated once a year based on the annual financial statements of the issuer. In addition, if an event that could impact the credit rating of an investee occurs, the MUFG Group reassesses the appropriateness of the credit rating assigned to the issuer in order to maintain an updated credit rating. The MUFG Group did not estimate the fair value of those cost-method investments, which had aggregated costs of ¥570,122 million and ¥503,671 million at March 31, 2012 and 2013, respectively, since it was not practical and the MUFG Group identified no impairment indicators. Based on the procedure described above, the MUFG Group recognized other-than-temporary impairment losses on the cost-method investment of ¥2,882 million, ¥5,829 million and ¥2,364 million for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. Each impairment loss was recognized based on the specific circumstances of each individual company. No impairment loss was individually material. Contractual Maturities The amortized cost and fair values of debt securities being held to maturity and the fair values of debt securities available for sale at March 31, 2013 by contractual maturity are shown below. Expected maturities may be shorter than contractual maturities because issuers of debt securities may have the right to call or prepay obligations with or without penalties. Debt 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 contractual maturities. Held-to-maturity Available-for-sale Amortized cost Fair value Fair value (in millions) Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due from one year to five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due from five years to ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 318,546 233,371 1,158,383 420,864 ¥ 319,879 237,234 1,201,878 429,079 ¥14,977,782 28,121,000 7,741,431 3,906,452 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,131,164 ¥2,188,070 ¥54,746,665 F-36 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Realized Gains and Losses and Transfers of Investment Securities For the fiscal years ended March 31, 2011, 2012 and 2013, gross realized gains on sales of investment securities available for sale were ¥270,384 million, ¥233,253 million and ¥282,609 million, respectively, and gross realized losses on sales of investment securities available for sale were ¥35,966 million, ¥56,226 million and ¥31,906 million, respectively. In the second half of the fiscal year ended March 31, 2012, the MUFG Group determined that it no longer had the intent to hold a certain security, which had a carrying value of ¥7,856 million, to maturity in response to a significant deterioration in the issuer’s creditworthiness. As a result, the MUFG Group transferred from Securities being held to maturity to Securities available for sale. The MUFG Group sold all amount of such security by March 31, 2012. The realized losses resulting from the sale of the security recognized in the second half of the fiscal year ended March 31, 2012 were ¥691 million. For the fiscal year ended March 31, 2013, the MUFG Group determined that it no longer had the intent to hold certain securities, which had a carrying value of ¥47,566 million, to maturity in response to a significant deterioration in the issuers’ creditworthiness. As a result, the MUFG Group transferred these securities from Securities being held to maturity to Securities available for sale. These securities were sold and the MUFG Group recorded a loss of ¥1,518 million for the fiscal year ended March 31, 2013. On September 30, 2012, UNBC transferred certain CLOs with a carrying amount of ¥88,799 million from Securities being held to maturity to Securities available for sale, due to a significant increase in the risk weights of debt securities used for regulatory capital purposes under rules proposed by the U.S. federal banking agencies in June 2012. The Notices of Proposed Rulemaking (“NPRs”) would revise regulatory capital rules for U.S. Banking organizations and align them with the Basel III capital framework issued by the Basel Committee on Banking Supervision. Although the NPRs have not yet been formally adopted, UNBC was required to include in its 2013 annual capital plan certain capital projections pursuant to the NPRs that adversely affect the risk weights of the transferred CLOs. These regulatory capital changes were not foreseeable when UNBC initially transferred the CLOs from Securities available for sale to Securities being held to maturity during the fiscal year ended March 31, 2010 . Accordingly, UNBC no longer intended to hold these securities to maturity. The carrying amount of the CLOs immediately prior to the transfer on September 30, 2012, totaled ¥88,799 million, which included ¥24,026 million of unrealized losses in unamortized OCI. Following the transfer, the securities were recorded at fair value, with an unrealized loss of ¥4,949 million recorded in OCI. The MUFG Group transferred securities available for sale of ¥12,356 million to Securities being held to maturity during the fiscal year ended March 31, 2013. The MUFG Group has asserted the positive intent and ability to hold these securities to maturity. Other-than-temporary Impairments of Securities Available for Sale and Being Held to Maturity For the fiscal years ended March 31, 2011, 2012 and 2013, losses resulting from impairment of investment securities to reflect the decline in value considered to be other than temporary were ¥139,020 million, ¥195,684 million and ¥124,172 million, respectively, which were included in Investment securities gains—net in the accompanying consolidated statements of income. The losses of ¥139,020 million for the fiscal year ended March 31, 2011 included losses of ¥20,488 million from debt securities available for sale mainly classified as corporate bonds and ¥115,650 million from marketable equity securities. The losses of ¥195,684 million for the fiscal year ended March 31, 2012 included losses of ¥13,782 million from debt securities available for sale mainly classified as corporate bonds, and ¥176,073 million from marketable equity securities. The losses of ¥124,172 million for the fiscal year ended March 31, 2013 included losses of ¥8,329 million from debt securities available for sale mainly classified as corporate bonds, and ¥113,479 million from marketable equity securities. F-37 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Gross Unrealized Losses and Fair Value The following tables show the unrealized gross losses and fair values of investment securities available for sale and being held to maturity at March 31, 2012 and 2013 by length of time that individual securities in each category have been in a continuous loss position: At March 31, 2012: Securities available for sale: Debt securities: Less than 12 months 12 months or more Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Number of securities (in millions, except number of securities) Japanese national government and Japanese government agency bonds . . . . . . . . . . . ¥15,976,426 ¥ 3,035 ¥794,870 ¥ 5,589 ¥16,771,296 ¥ 8,624 65 Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . . . . . . . . . Commercial mortgage-backed securities . . . . . . . . . . . . . . . Asset-backed securities . . . . . Marketable equity securities . . . . . . 27,255 273,322 674 1,709 3,923 87,770 68 930 31,178 361,092 742 2,639 42 2,077 128,824 2,071 27,536 3,531 156,360 5,602 162 9,683 9,425 102,018 253 891 5,570 12,664 — 528 431 — 164 22,347 9,425 102,546 684 891 5,734 20 10 56 Total . . . . . . . . . . . . . . . . . . . . . . . . ¥16,526,953 ¥14,203 ¥927,291 ¥10,713 ¥17,454,244 ¥24,916 2,432 Securities being held to maturity: Debt securities: Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . ¥ Corporate bonds . . . . . . . . . . . Asset-backed securities . . . . . 8,229 4,104 220,509 ¥ 2 2 1,964 ¥ 60,813 1,388 119,165 ¥ Total . . . . . . . . . . . . . . . . . . . . . . . . ¥ 232,842 ¥ 1,968 ¥181,366 ¥ 167 12 248 427 ¥ 69,042 5,492 339,674 ¥ 169 14 2,212 ¥ 414,208 ¥ 2,395 5 3 222 230 F-38 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) At March 31, 2013: Securities available for sale: Debt securities: Less than 12 months 12 months or more Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses Number of securities (in millions, except number of securities) Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . ¥6,859,342 Japanese prefectural and ¥ 672 ¥584,048 ¥2,926 ¥7,443,390 ¥ 3,598 municipal bonds . . . . . . . . . . . 1,486 4 — Foreign governments and official institutions bonds . . . . Corporate bonds . . . . . . . . . . . . . Residential mortgage-backed 157,287 76,521 2,867 306 11,332 56,953 — 155 391 33 1 1,486 4 168,619 133,474 3,022 697 108 1,360 securities . . . . . . . . . . . . . . . . . 102,511 276 25,766 1,225 128,277 1,501 Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . Other debt securities . . . . . . . . . . Marketable equity securities . . . . . . . . 58,459 17,239 71,217 15,143 530 37 4,898 694 12,134 85,069 — 870 40 3,729 — 121 70,593 102,308 71,217 16,013 570 3,766 4,898 815 182 24 131 49 23 Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,359,205 ¥10,284 ¥776,172 ¥8,587 ¥8,135,377 ¥18,871 1,911 Securities being held to maturity: Debt securities: Residential mortgage-backed securities . . . . . . . . . . . . . . . . . ¥ Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 3,370 3,370 ¥ ¥ 11 11 ¥ ¥ — ¥ — ¥ — ¥ — ¥ 3,370 3,370 ¥ ¥ 11 11 10 10 Evaluating Investment Securities for Other-than-temporary Impairments The following describes the nature of the MUFG Group’s investments and the conclusions reached in determining whether the unrealized losses were temporary or other than temporary. Japanese national government and Japanese government agency bonds, Foreign governments and official institutions bonds As of March 31, 2013, the unrealized losses associated with Japanese national government bonds, Japanese government agency bonds, foreign governments bonds and foreign official institutions bonds are not expected to have any credit losses due to the creditworthiness of sovereign countries and related entities which are guaranteed by the governments, and such unrealized losses are primarily driven by changes in interest rates, not because of credit losses. Therefore, the MUFG Group expects to recover the entire amortized cost basis of these securities and as such has not recorded any impairment losses in the accompanying consolidated statements of income. Residential and commercial mortgage-backed securities As of March 31, 2013, the unrealized losses associated with federal agency residential mortgage-backed securities, which are issued by Government-Sponsored Enterprises (“GSEs”) of the United States and collateralized by residential mortgage loans, are primarily driven by changes in interest rates and not because of credit losses while the unrealized losses associated with other non-agency residential and commercial mortgage- backed securities issued by financial institutions with no guarantee from GSEs are primarily driven by F-39 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) investment grade, and the MUFG Group expects to recover the entire amortized cost basis of these securities with consideration of expected cash flow analysis and other factors. As such, no impairment loss was recorded in the accompanying consolidated statements of income. Asset-backed securities As of March 31, 2013, the unrealized losses associated with asset-backed securities are primarily related to certain CLOs, which are structured finance products that securitize a diversified pool of loan assets into multiple classes of notes from the cash flows generated by the loan assets, and pay the note holders through the receipt of interest and principal repayments from the underlying loan assets. Certain of these CLOs are highly illiquid securities for which fair values are difficult to determine. Unrealized losses arise from widening credit spreads, deterioration of the credit quality of the underlying collateral, uncertainty regarding the valuation of such securities and the market’s view of the performance of the fund managers. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed when the fair value of a security is lower than its amortized cost. Any security with credit rating deterioration is also subject to cash flow analysis to determine whether or not an other-than-temporary impairment exists. The MUFG Group monitored performance of securities and performed expected cash flow analysis, which indicated no observable credit quality deterioration on such securities at March 31, 2013. As a result, although the fair value of the CLOs portfolio declined during the years ended March 31, 2012 and 2013, no other-than-temporary impairment loss was recorded in the accompanying consolidated statements of income. Corporate bonds As of March 31, 2013, the unrealized losses associated with corporate bonds are primarily related to private placement bonds issued by Japanese non-public companies. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining terms of the bonds as estimated using the MUFG Group’s cash flow projections using its base assumptions. The key assumptions include probability of default based on credit ratings of the bond issuers and a loss given default. The following table presents a roll-forward of the credit loss component recognized in earnings. The balance at the beginning of each fiscal year represents the credit loss component for which an other-than-temporary impairment occurred on debt securities in prior periods. The additions represent the first time a debt security was credit impaired or when subsequent credit impairment has occurred. The credit loss component is reduced when the corporate bonds mature or are sold. Additionally, the credit loss component is reduced if the MUFG Group receives or expects to receive cash flows in excess of what the MUFG Group previously expected to receive over the remaining life of the credit impaired debt securities. Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 36,591 (in millions) ¥ 35,458 ¥ 30,066 2011 2012 2013 Additions: Initial credit impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subsequent credit impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,087 6,401 8,596 5,186 5,347 2,982 Reductions: Securities sold or matured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,621) (19,174) (13,870) Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 35,458 ¥ 30,066 ¥ 24,525 F-40 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The cumulative decline in fair value of the credit impaired debt securities, which were mainly corporate bonds, held at March 31, 2012 and 2013 was ¥18,334 million and ¥13,047 million, respectively. Of which, the credit loss component recognized in earnings was ¥30,066 million and ¥24,525 million, and the remaining amount related to all other factors recognized in Accumulated other comprehensive income (loss) before taxes was ¥11,732 million and ¥11,479 million at March 31, 2012 and 2013, respectively. Other debt securities As of March 31, 2013, other debt securities primarily consist of private placement tax-exempt debt conduit bonds, which are largely not rated. The MUFG Group estimated loss projections for each security by assessing the underlying collateral of each security. The MUFG Group estimates the portion of loss attributable to credit based on the expected cash flows of the underlying collateral using estimates of current key assumptions such as probability of default and loss severity. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment loss, which is performed when the fair value of a security is lower than its amortized cost. Based on the analysis, no other-than-temporary impairment loss was recorded in the accompanying consolidated statement of income. Marketable equity securities The MUFG Group determines whether unrealized losses on marketable equity securities 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 impairment. 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. 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 prospects and the issuers’ performance. The MUFG Group generally deems the decline in fair value below cost of 20% or more as an indicator of an other-than-temporary decline in fair value. 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. At March 31, 2013, unrealized losses on marketable equity securities which have been in a continuous loss position are considered temporary based on the evaluation as described above, and the fact that the MUFG Group primarily makes these investments for strategic purposes to maintain long-term relationships with its customers. F-41 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES Loans at March 31, 2012 and 2013 by domicile and industry of the borrower are summarized below. Classification of loans by industry is based on the industry segment loan classifications as defined by the Bank of Japan. 2012 2013 (in millions) Domestic: Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions(1) Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer ¥11,451,720 1,155,926 11,035,029 3,239,688 8,492,234 3,511,055 1,284,585 10,390,191 17,636,553 ¥11,767,352 1,056,276 11,143,777 2,881,666 8,330,553 3,622,021 1,314,505 12,191,566 17,132,396 Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,196,981 69,440,112 Foreign: Governments and official institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions(1)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 554,933 5,871,731 15,693,487 2,072,194 673,548 7,258,978 18,738,731 2,601,338 Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,192,345 29,272,595 Unearned income, unamortized premiums—net and deferred loan fees—net . . . . . . (91,083) (122,478) Total(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥92,298,243 ¥98,590,229 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 ¥46,634 million and ¥35,261 million at March 31, 2012 and 2013, respectively, which are carried at the lower of cost or estimated fair value. (3) The amount of loans previously reported for “Banks and other financial institutions” category within Foreign loans as of March 31, 2012 was restated from ¥4,722,587 million to ¥5,871,731 million. The amount of loans previously reported for “Commercial and industrial” category within Foreign loans as of March 31, 2012 was restated from ¥15,675,995 million to ¥15,693,487 million. The amount of loans previously reported for “Other” category within Foreign loans as of March 31, 2012 was restated from ¥3,238,830 million to ¥2,072,194 million. Nonaccrual and restructured loans were ¥2,112,964 million and ¥2,280,960 million at March 31, 2012 and 2013, 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, 2012 and 2013 would have been approximately ¥93.8 billion and ¥90.9 billion, respectively, of which approximately ¥44.8 billion and ¥48.9 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 ¥65,577 million and ¥41,544 million at March 31, 2012 and 2013, respectively. The MUFG Group provided commitments to extend credit to customers with restructured loans. The amounts of such commitments were ¥15,729 million and ¥10,662 million at March 31, 2012 and 2013, respectively. See Note 22 for further discussion of commitments to extend credit. F-42 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Nonaccrual Loans Originated loans are generally placed on nonaccrual status when substantial doubt exists as to the full and timely collection of either principal or interest, when principal or interest is contractually past due one month or more with respect to loans within all classes of the Commercial segment, three months or more with respect to loans within the Card and UNBC segments, and six months or more with respect to loans within the Residential segment. See Note 1 for further information. The nonaccrual status of loans by class at March 31, 2012 and 2013 is shown below: 2012 2013 (in millions) Commercial Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Foreign-excluding UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 808,757 199,608 39,959 104,690 84,753 237,380 7,802 33,233 47,931 53,401 69,361 122,270 113,450 49,651 ¥ 911,700 211,975 37,381 185,597 85,987 249,251 13,993 31,941 42,513 53,062 98,085 130,830 88,045 43,670 Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,163,489 ¥1,272,330 Note: (1) The above table does not include loans held for sale of nil and ¥818 million at March 31, 2012 and 2013, respectively, and loans acquired with deteriorated credit quality of ¥26,346 million and ¥21,965 million at March 31, 2012 and 2013, respectively. F-43 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Impaired Loans The MUFG Group’s impaired loans primarily include nonaccrual loans and restructured loans. The following table shows information about impaired loans by class at March 31, 2012 and 2013: At March 31, 2012: Commercial Recorded Loan Balance Requiring an Impairment Allowance Not Requiring an Impairment Allowance(1) Total Unpaid Principal Balance Related Allowance (in millions) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . Communication and information services . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . . . . . . . Loans acquired with deteriorated credit quality . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,045,342 302,210 33,802 112,357 140,228 299,637 9,418 39,077 54,183 54,430 154,249 34,472 303,449 145,123 29,554 ¥279,330 56,268 22,034 50,982 36,378 69,051 253 12,534 8,918 22,912 177 78 23,513 1,666 14,915 ¥1,324,672 358,478 55,836 163,339 176,606 368,688 9,671 51,611 63,101 77,342 154,426 34,550 326,962 146,789 44,469 ¥1,387,029 ¥616,769 187,081 19,986 52,165 74,707 192,671 2,314 23,278 40,484 24,083 89,049 10,704 102,892 47,418 5,321 376,393 60,498 176,520 182,044 375,464 11,777 54,063 63,336 86,934 155,433 56,054 406,740 164,659 49,974 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,712,189 ¥319,679 ¥2,031,868 ¥2,219,889 ¥872,153 At March 31, 2013: Commercial Recorded Loan Balance Requiring an Impairment Allowance Not Requiring an Impairment Allowance(1) Total Unpaid Principal Balance Related Allowance (in millions) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . Communication and information services . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . . . . . . . Loans acquired with deteriorated credit quality . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,158,927 400,946 35,581 139,146 122,792 309,892 15,201 40,233 42,991 52,145 199,890 30,927 300,231 123,567 31,293 ¥318,028 55,819 16,921 100,670 37,774 62,274 121 12,954 9,794 21,701 299 76 13,756 806 22,966 ¥1,476,955 456,765 52,502 239,816 160,566 372,166 15,322 53,187 52,785 73,846 200,189 31,003 313,987 124,373 54,259 ¥1,537,180 ¥662,347 221,124 22,577 55,286 67,171 209,634 8,040 23,719 33,485 21,311 122,371 9,944 118,753 37,901 3,645 475,946 59,411 247,657 166,510 380,292 17,425 55,021 53,754 81,164 200,517 47,916 363,439 139,196 60,732 Total(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,844,835 ¥355,931 ¥2,200,766 ¥2,348,980 ¥954,961 Notes: (1) These loans do not require an allowance for credit losses because the fair values of the impaired loans equal or exceed the recorded (2) investments in the loans. In addition to impaired loans presented in the above table, there were loans held for sale that were impaired of ¥818 million at March 31, 2013. F-44 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table shows information regarding the average recorded loan balance and recognized interest income on impaired loans for the fiscal years ended March 31, 2012 and 2013: Commercial Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . Communication and information services . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . . . . . . . . . Loans acquired with deteriorated credit quality . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal years ended March 31, 2012 2013 Average Recorded Loan Balance Recognized Interest Income Average Recorded Loan Balance Recognized Interest Income (in millions) ¥1,270,856 333,409 63,215 173,739 176,047 326,440 9,812 55,387 57,612 75,195 138,900 35,307 318,512 149,255 45,297 ¥21,356 5,656 1,370 2,476 3,203 5,239 85 1,152 927 1,248 1,016 1,983 6,549 6,972 1,354 ¥1,414,309 418,402 54,687 198,102 170,025 376,001 11,506 51,897 58,081 75,608 172,471 32,964 320,183 135,581 46,957 ¥24,051 7,017 1,174 2,747 3,214 6,215 162 1,061 1,271 1,190 2,487 2,028 6,006 6,504 1,720 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,958,127 ¥39,230 ¥2,122,465 ¥42,796 The average recorded investments in impaired loans were approximately ¥1,866 billion for the fiscal year ended March 31, 2011. For the fiscal year ended March 31, 2011, the MUFG Group recognized interest income of approximately ¥42.0 billion on impaired loans. Interest income on nonaccrual loans for all classes was recognized on a cash basis when ultimate collectibility of principal was certain. Otherwise, cash receipts were 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. F-45 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Troubled Debt Restructurings The following table summarizes the MUFG Group’s TDRs by class during the fiscal year ended March 31, 2013: Fiscal year ended March 31, 2013: Commercial Troubled Debt Restructurings Pre- Modification Outstanding Recorded Investment Post- Modification Outstanding Recorded Investment Number of Contracts Troubled Debt Restructurings That Subsequently Defaulted Number of Contracts Recorded Investment (in millions, except number of contracts) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . . . . . . . . . Communication and information services . . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . Loans acquired with deteriorated credit 3,040 823 116 216 286 1,235 5 116 58 185 24 quality . . . . . . . . . . . . . . . . . . . . . . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2,463 43,268 1,638 ¥403,457 230,202 8,382 25,021 25,605 91,209 ¥403,457 230,202 8,382 25,021 25,605 91,209 889 889 11,287 4,308 6,554 18,741 1,166 53,038 26,409 29,773 11,287 4,308 6,554 18,274 1,166 53,038 26,055 27,538 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,435 ¥532,584 ¥529,528 358 95 18 5 30 171 1 17 15 6 — 1 23 7,881 105 8,368 ¥24,319 10,881 1,296 1,439 1,952 6,939 330 528 791 163 — 509 641 4,507 2,155 ¥32,131 A modification of terms of a loan under a TDR mainly involves: (i) a reduction in the stated interest rate applicable to the loan, (ii) an extension of the stated maturity date of the loan, (iii) a partial forgiveness of the principal of the loan, or (iv) a combination of all of these. Those loans are also considered impaired loans, and hence the allowance for credit losses is separately established for each loan. As a result, the amount of allowance for credit losses increases in many cases upon classification as a TDR loan. The amount of pre-modification outstanding recorded investment and post-modification outstanding recorded investment may differ due to write- offs made as part of the concession, and the impact of write-offs associated with TDRs on the MUFG Group’s results of operations for the fiscal year ended March 31, 2013 was not material. TDRs for the Commercial and Residential segments in the above table include accruing loans with concessions granted, and do not include nonaccrual loans with concessions granted. Once a loan is classified as a nonaccrual loan, a modification would have little likelihood of resulting in the recovery of the loan in view of the severity of the financial difficulty of the borrower. Therefore even if a nonaccrual loan is modified, the loan continues to be classified as a nonaccrual loan. Nonaccrual loans that were modified during the fiscal year ended March 31, 2013 amounted to approximately ¥533 billion. F-46 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) TDRs that subsequently defaulted in the Commercial and Residential segments of the above table includes those accruing loans that became past due one month or more within the Commercial segment and six months or more within the Residential segment, and those accruing loans reclassified to nonaccrual loans due to financial difficulties even without delinquencies. This is because classification as nonaccrual loan is regarded as default under the MUFG Group’s credit policy. Also, the MUFG Group defines the default as payment default for the purpose of the disclosure. As for the Card and UNBC segments, the TDRs in the above table represent modified nonaccrual and accruing loans, and the defaulted loans in the above table represent nonaccruing and accruing loans that became past due one month or more within the Card segment and 60 days or more within the UNBC segment. Historical payment defaults are one of the factors considered when projecting future cash flows in determining the allowance for credit losses for each segment. Credit Quality Indicator Credit quality indicators of loans by class at March 31, 2012 and 2013 are shown below: At March 31, 2012: Commercial Normal Close Watch Likely to become Bankrupt or Legally/Virtually Bankrupt (in millions) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . . . . . Loans acquired with deteriorated credit ¥46,609,922 10,139,970 901,366 9,366,628 2,713,378 7,434,212 3,065,589 ¥4,324,321 1,100,059 213,648 972,220 425,694 788,769 433,192 1,137,182 10,185,274 1,666,323 18,779,012 113,561 152,041 125,137 1,099,549 ¥808,836 199,608 39,928 104,757 84,753 237,380 7,803 33,233 47,964 53,410 65,715 Total(1) ¥51,743,079 11,439,637 1,154,942 10,443,605 3,223,825 8,460,361 3,506,584 1,283,976 10,385,279 1,844,870 19,944,276 quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,714 54,863 21,057 108,634 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥65,421,648 ¥5,478,733 ¥895,608 ¥71,795,989 Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥15,461,203 642,578 ¥ (in millions) ¥125,715 ¥115,295 ¥15,586,918 757,873 ¥ Accrual Nonaccrual Total(1) Credit Quality Based on the Number of Delinquencies Credit Quality Based on Internal Credit Ratings(3)(4) Accrual Nonaccrual Pass Special Mention Classified Total(1)(2) (in millions) UNBC . . . . . . . . . . . . . . . . . . . . . . . . ¥1,784,444 ¥24,022 ¥2,104,655 ¥81,238 ¥74,786 ¥4,069,145 F-47 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) At March 31, 2013: Commercial Normal Close Watch Likely to become Bankrupt or Legally/Virtually Bankrupt (in millions) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . . . . . . . Banks and other financial institutions . . . . Communication and information services . . . . . . . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign-excluding UNBC . . . . . . . . . . . . . . . . . Loans acquired with deteriorated credit ¥48,099,471 10,062,399 797,513 9,570,082 2,417,737 7,297,267 3,239,735 ¥4,476,760 1,481,403 220,465 898,619 362,719 747,938 367,189 ¥ 911,868 211,975 37,381 185,678 85,987 249,253 13,993 1,183,208 11,951,463 1,580,067 22,340,927 98,722 192,291 107,414 1,530,191 31,941 42,592 53,068 89,832 Total(1) ¥53,488,099 11,755,777 1,055,359 10,654,379 2,866,443 8,294,458 3,620,917 1,313,871 12,186,346 1,740,549 23,960,950 quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,972 52,007 18,334 101,313 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥70,471,370 ¥6,058,958 ¥1,020,034 ¥77,550,362 Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥15,067,823 582,510 ¥ (in millions) ¥133,410 ¥ 89,095 ¥15,201,233 671,605 ¥ Accrual Nonaccrual Total(1) Credit Quality Based on the Number of Delinquencies Credit Quality Based on Internal Credit Ratings(3) Accrual Nonaccrual Pass Special Mention Classified Total(1)(2) (in millions) UNBC . . . . . . . . . . . . . . . . . . . . . . ¥2,260,777 ¥31,342 ¥2,745,365 ¥69,437 ¥80,433 ¥5,187,354 Notes: (1) Total loans in the above table do not include loans held for sale. (2) Total loans of UNBC do not include FDIC covered loans and small business loans which are not individually rated totaling ¥132,767 million and ¥66,892 million as of March 31, 2012 and 2013, respectively. The amount of excluded loans as of March 31, 2012 has been restated from ¥160,209 million to ¥132,767 million. The MUFG Group will be reimbursed for a substantial portion of any future losses on FDIC covered loans under the terms of the FDIC loss share agreements. See Note 2 for more information on FDIC covered loans. (3) The amount of loans previously reported for “Criticized” within the UNBC segment was further divided into “Special mention” and “Classified” as of March 31, 2013, and that of March 31, 2012 was reclassified into these two categories as well to enable comparisons between the relevant amounts as of March 31, 2012 and 2013, respectively. (4) The amounts of loans previously reported for “Pass” and “Criticized” as of March 31, 2012 have been restated to include ¥20,679 million and ¥6,763 million, respectively, of loans that were not previously reported. The MUFG Group classifies loans into risk categories based on relevant information about the ability of borrowers to service their debt, including, but not limited to, historical and current financial information, historical and current payment experience, credit documentation, public and non-public information about borrowers and current economic trends as deemed appropriate to each segment. F-48 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The primary credit quality indicator for loans within all classes of the Commercial segment is the internal credit rating assigned to each borrower based on the MUFG Group’s internal borrower ratings of 1 through 15 with the rating of 1 assigned to a borrower with the highest quality of credit. When assigning a credit rating to a borrower, the MUFG Group evaluates the borrower’s expected debt-service capability based on various information, including financial and operating information of the borrower as well as information on the industry in which the borrower operates, and the borrower’s business profile, management and compliance system. In evaluating a borrower’s debt-service capability, the MUFG Group also conducts an assessment of the level of earnings and an analysis of the borrower’s net worth. Based on the internal borrower rating, loans within the Commercial segment are categorized as Normal (internal borrower ratings of 1 through 9), Close Watch (internal borrower ratings of 10 through 12), and Likely to become Bankrupt or Legally/Virtually Bankrupt (internal borrower ratings of 13 through 15). Loans to borrowers categorized as Normal represent those that are not deemed to have collectibility issues. Loans to borrowers categorized as Close Watch represent those that require close monitoring as the borrower has begun to exhibit elements of potential concern with respect to its business performance and financial condition, the borrower has begun to exhibit elements of serious concern with respect to its business performance and financial condition, including business problems requiring long-term solutions, or the borrower’s loans are restructured loans or loans contractually past due 90 days or more for special reasons. Loans to borrowers categorized as Likely to become Bankrupt or Legally/Virtually Bankrupt represent those that have a higher probability of default than those categorized as Close Watch due to serious debt repayment problems with poor progress in achieving restructuring plans, the borrower being considered virtually bankrupt with no prospects for an improvement in business operations, or the borrower being legally bankrupt with no prospects for continued business operations because of non-payment, suspension of business, voluntary liquidation or filing for legal liquidation. The accrual status is a primary credit quality indicator for loans within the Residential segment, the Card segment and consumer loans within the UNBC segment. The accrual status of these loans is determined based on the number of delinquent payments. See Note 1 for further details of categorization of Accrual and Nonaccrual. Commercial loans within the UNBC segment are categorized as either pass or criticized based on the internal credit rating assigned to each borrower. Criticized credits are those that are internally risk graded as special mention, substandard or doubtful. Special mention credits are potentially weak, as the borrower has begun to exhibit deteriorating trends, which, if not corrected, may jeopardize repayment of the loan and result in further downgrade. Adversely classified credits are those that are internally risk graded as substandard or doubtful. Substandard credits have well-defined weaknesses, which, if not corrected, could jeopardize the full satisfaction of the debt. A credit classified as doubtful has critical weaknesses that make full collection improbable on the basis of currently existing facts and conditions. For the Commercial, Residential and Card segments, credit quality indicators are based on information as of March 31. For the UNBC segment, credit quality indicators are generally based on information as of December 31. F-49 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Past Due Analysis Ages of past due loans by class at March 31, 2012 and 2013 are shown below: At March 31, 2012: Commercial 1-3 months Past Due Greater Than 3 months Total Past Due Current Total Loans(1)(2) (in millions) Recorded Investment> 90 Days and Accruing Domestic . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . . . . . . . . . Communication and information ¥ 36,474 3,874 1,856 6,551 3,739 10,225 ¥ 68,428 7,776 2,474 16,413 4,731 10,246 ¥104,902 11,650 4,330 22,964 8,470 20,471 ¥51,638,177 11,427,987 1,150,612 10,420,641 3,215,355 8,439,890 ¥51,743,079 11,439,637 1,154,942 10,443,605 3,223,825 8,460,361 ¥ 8,064 19 63 2,735 200 71 8 179 187 3,506,397 3,506,584 — services . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Foreign-excluding UNBC . . . . . . . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,718 156 5,347 2,459 91,609 29,751 29,697 5,939 9,644 11,026 26,606 57,871 46,695 23,011 10,657 9,800 16,373 29,065 149,480 76,446 52,708 1,273,319 10,375,479 1,828,497 19,915,211 15,417,904 666,978 4,075,429 1,283,976 10,385,279 1,844,870 19,944,276 15,567,384 743,424 4,128,137 15 8 4,953 — 56,522 — 77 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥189,990 ¥222,611 ¥412,601 ¥91,713,699 ¥92,126,300 ¥64,663 At March 31, 2013: Commercial 1-3 months Past Due Greater Than 3 months Total Past Due Current Total Loans(1)(2) (in millions) Recorded Investment> 90 Days and Accruing Domestic . . . . . . . . . . . . . . . . . . . . . . . Manufacturing . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . Services . . . . . . . . . . . . . . . . . . . . . . Wholesale and retail . . . . . . . . . . . . Banks and other financial institutions . . . . . . . . . . . . . . . . . . Communication and information ¥ 45,915 6,963 2,118 5,339 12,215 10,106 ¥ 84,823 15,307 1,881 15,071 7,537 24,050 ¥130,738 22,270 3,999 20,410 19,752 34,156 ¥53,357,361 11,733,507 1,051,360 10,633,969 2,846,691 8,260,302 ¥53,488,099 11,755,777 1,055,359 10,654,379 2,866,443 8,294,458 ¥ 7,545 24 37 2,255 80 82 — 72 72 3,620,845 3,620,917 2 services . . . . . . . . . . . . . . . . . . . . Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Foreign-excluding UNBC . . . . . . . . . . Residential . . . . . . . . . . . . . . . . . . . . . . . . . Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNBC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,286 1,592 5,296 19,806 91,148 23,680 30,736 2,835 6,809 11,261 17,686 55,132 39,796 17,922 5,121 8,401 16,557 37,492 146,280 63,476 48,658 1,308,750 12,177,945 1,723,992 23,923,458 15,037,723 594,896 5,102,991 1,313,871 12,186,346 1,740,549 23,960,950 15,184,003 658,372 5,151,649 12 11 5,042 206 32,918 — 69 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥211,285 ¥215,359 ¥426,644 ¥98,016,429 ¥98,443,073 ¥40,738 Notes: (1) Total loans in the above table do not include loans held for sale and loans acquired with deteriorated credit quality. (2) Total loans of UNBC do not include ¥3,690 million and ¥2,039 million of FDIC covered loans at March 31, 2012 and 2013, respectively, which are not subject to the guidance on loans and debt securities acquired with deteriorated credit quality. See Note 2 for more information on FDIC covered loans. F-50 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Allowance for Credit Losses Changes in the allowance for credit losses for the fiscal year ended March 31, 2011 are shown below: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less—Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 (in millions) ¥1,315,615 292,035 385,770 43,670 Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342,100 (25,094) Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,240,456 Note: (1) Others are principally comprised of gains or losses from foreign exchange translation. Changes in the allowance for credit losses by portfolio segment for the fiscal years ended March 31, 2012 and 2013 are shown below: Fiscal year ended March 31, 2012: Commercial Residential Card UNBC Total Allowance for credit losses: Balance at beginning of fiscal year: . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 895,611 181,449 126,157 36,043 Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,114 (2,638) ¥165,215 29,481 23,075 216 22,859 — (in millions) ¥82,607 27,883 43,073 1,486 41,587 — ¥ 97,023 (15,004) 24,494 5,684 18,810 (2,750) ¥1,240,456 223,809 216,799 43,429 173,370 (5,388) Balance at end of fiscal year . . . . . . . . . . . . . ¥ 984,308 ¥171,837 ¥68,903 ¥ 60,459 ¥1,285,507 Fiscal year ended March 31, 2013: Commercial Residential Card UNBC Total Allowance for credit losses: . . . . . . . Balance at beginning of fiscal year: Provision for credit losses . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 984,308 127,874 80,534 23,410 Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,124 13,405 ¥171,837 1,302 16,283 353 15,930 — (in millions) ¥68,903 12,379 32,135 2,723 29,412 — ¥ 60,459 2,987 15,585 5,189 10,396 5,395 ¥1,285,507 144,542 144,537 31,675 112,862 18,800 Balance at end of fiscal year . . . . . . . . . . . . . ¥1,068,463 ¥157,209 ¥51,870 ¥ 58,445 ¥1,335,987 Note: (1) Others are principally comprised of gains or losses from foreign exchange translation. F-51 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Allowance for credit losses and recorded investment in loans by portfolio segment at March 31, 2012 and 2013 are shown below: At March 31, 2012: Commercial Residential Card UNBC Total (in millions) Allowance for credit losses: Individually evaluated for impairment . . . . Collectively evaluated for impairment . . . . Loans acquired with deteriorated credit ¥ 705,818 245,916 ¥ 101,773 67,855 ¥ 47,418 21,158 ¥ 5,321 53,857 ¥ 860,330 388,786 quality . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,574 2,209 327 1,281 36,391 Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 984,308 ¥ 171,837 ¥ 68,903 ¥ 60,459 ¥ 1,285,507 Loans: Individually evaluated for impairment . . . . Collectively evaluated for impairment . . . . Loans acquired with deteriorated credit ¥ 1,479,098 70,208,257 ¥ 321,074 15,246,310 ¥145,805 597,619 ¥ 44,469 4,087,358 ¥ 1,990,446 90,139,544 quality . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,634 19,534 14,449 70,085 212,702 Total(1) . . . . . . . . . . . . . . . . . . . . . . . . ¥71,795,989 ¥15,586,918 ¥757,873 ¥4,201,912 ¥92,342,692 At March 31, 2013: Commercial Residential Card UNBC Total (in millions) Allowance for credit losses: Individually evaluated for impairment . . . . Collectively evaluated for impairment . . . . Loans acquired with deteriorated credit ¥ 784,718 248,798 ¥ 117,670 37,360 ¥ 37,901 13,809 ¥ 3,645 54,705 ¥ 943,934 354,672 quality . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,947 2,179 160 95 37,381 Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,068,463 ¥ 157,209 ¥ 51,870 ¥ 58,445 ¥ 1,335,987 Loans: Individually evaluated for impairment . . . . Collectively evaluated for impairment . . . . Loans acquired with deteriorated credit ¥ 1,677,144 75,771,905 ¥ 309,408 14,874,595 ¥123,519 534,853 ¥ 54,259 5,099,429 ¥ 2,164,330 96,280,782 quality . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,313 17,230 13,233 100,558 232,334 Total(1) . . . . . . . . . . . . . . . . . . . . . . . . ¥77,550,362 ¥15,201,233 ¥671,605 ¥5,254,246 ¥98,677,446 Note: (1) Total loans in the above table do not include loans held for sale and represent balances without adjustments in relation to unearned income, unamortized premiums and deferred loan fees. 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 a decrease in the allowance for credit losses due to loan disposal activity amounting to ¥0.6 billion, ¥1.2 billion and ¥0.4 billion for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. The MUFG Group sold ¥706 billion and ¥884 billion of commercial loans during the fiscal years ended March 31, 2012 and 2013, respectively. F-52 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Loans Acquired in a Transfer In accordance with the guidance on loans and debt securities acquired with deteriorated credit quality, the following table sets forth information regarding loans acquired in connection with mergers, 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 acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . Cash flows expected to be collected at acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of loans at acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accretable yield for loans within the scope of the guidance on loans and debt securities acquired with deteriorated credit quality: 2012 2013 (in millions) ¥ 29,483 2,854 2,854 ¥117,468 77,417 63,731 Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassifications from nonaccretable difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 84,728 — (34,373) — 37,793 (1,271) ¥ 86,877 13,686 (39,981) — 29,721 4,875 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 86,877 ¥ 95,178 Loans within the scope of the guidance on loans and debt securities acquired with deteriorated credit quality: Outstanding balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carrying amount at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carrying amount at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonaccruing loans within the scope of the guidance on loans and debt securities acquired ¥662,369 493,111 271,909 212,702 ¥493,111 497,265 212,702 232,334 with deteriorated credit quality: . . . . . . . . . . . . . . . . . . . . . . . . Carrying amount at acquisition date during fiscal year Carrying amount at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,854 26,346 ¥ 826 21,965 Provisions within the scope of the guidance on loans and debt securities acquired with deteriorated credit quality: Balance of allowance for loan losses at beginning of fiscal year . . . . . . . . . . . . . . . . . Additional provisions during fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions of allowance during fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance of allowance for loan losses at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . ¥ 34,985 5,620 1,658 36,391 ¥ 36,391 5,784 2,066 37,381 The MUFG Group considered prepayments in the determination of contractual cash flows and cash flows expected to be collected based on historical results. Lease Receivables As part of its financing activities, the MUFG Group enters into leasing arrangements with customers. The MUFG Group’s leasing operations are conducted through leasing subsidiaries and consist principally of direct financing leases involving various types of data processing equipment, office equipment and transportation equipment. F-53 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) As of March 31, 2012 and 2013, the components of the investment in direct financing leases were as follows: Minimum lease payments receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Estimated residual values of leased property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less—unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥565,967 17,653 (43,840) ¥677,959 22,384 (69,196) Net investment in direct financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥539,780 ¥631,147 Future minimum lease payment receivables under noncancelable leasing agreements as of March 31, 2013 were as follows: 2012 2013 (in millions) Direct Financing Leases (in millions) Fiscal year ending March 31: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥192,337 173,808 103,410 66,611 45,954 95,839 Total minimum lease payment receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥677,959 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 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, matured 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 UFJ Holdings Group to HLAC in connection with the merger with UFJ Holdings. During the fiscal years ended March 31, 2011 and 2012, certain of these loans were repaid before maturity. At March 31, 2011 and 2012, outstanding loans to RCC were ¥169,559 million and nil, 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, and expected all collection activities to be completed by December 2011, after 15 years of collection activities of the Jusen loans by RCC. F-54 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) As the end of RCC’s operations was approaching, the amount of the loss (so-called “stage two loss”), which might have ultimately been incurred through the collection activities, had been becoming clearer. In May 2011, the Japanese Diet enacted a law to partially revise the Deposit Insurance Law. Although it has already been decided that the loss should be shared equally between the Japanese government and private financial institutions, the revised law clarified the details of how the Japanese government will absorb the half of the loss. On the other hand, the second half of the loss, which has to be absorbed by private financial institutions, would be covered by the investment income earned by the Special Fund during the 15 years. However, if the loss exceeds the total of investment income earned by the Special Fund, such an excess loss would be covered by the deposits with the Special Fund. As a possibility of such an excess loss became higher, the MUFG Group recognized impairment losses for the deposits with the Special Fund of ¥22,705 million, which are included in Other non-interest expenses, for the fiscal year ended March 31, 2011. The deposit balances with the New Fund and the Special Fund as of March 31, 2011 and 2012, which are included in Other assets, were ¥362,695 million and ¥204,956 million, respectively, reflecting a present value discount and subsequent accretion of the discount during the period until the expected maturity date. In September 2011, the deposits of ¥161,435 million with the New Fund were fully collected according to their terms. In June 2012, the entire deposits of ¥204,956 million with the Special Fund were fully collected as well. 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 business. 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 parties without any continuing involvement. Management of BTMU and MUTB generally approves 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. The net gains on the sales of loans were ¥10,382 million, ¥16,256 million and ¥14,274 million for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. 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, 2012 and 2013, outstanding loans to such related parties were not material. 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, 2011, 2012 and 2013, there were no loans to related parties that were charged-off. Additionally, at March 31, 2011, 2012, and 2013, there were no loans to related parties that were impaired. F-55 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 5. PREMISES AND EQUIPMENT Premises and equipment at March 31, 2012 and 2013 consisted of the following: 2012 2013 (in millions) Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 381,977 708,223 687,228 233,123 19,330 ¥ 379,943 723,902 767,733 236,353 17,976 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,029,881 1,042,407 2,125,907 1,066,853 Premises and equipment-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 987,474 ¥1,059,054 Premises and equipment include capitalized leases, principally related to data processing equipment, which amounted to ¥45,883 million and ¥43,222 million at March 31, 2012 and 2013, respectively. Accumulated depreciation on such capitalized leases at March 31, 2012 and 2013 amounted to ¥31,090 million and ¥29,385 million, respectively. BTMU has entered into sales agreements to sell its buildings and land and, under separate agreements, leased those properties back for its business operations, including bank branches. BTMU either provided nonrecourse financings to the buyers for the sales proceeds or invested in the equities of the buyers. As a result, BTMU 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 accompanying consolidated balance sheets and depreciated. The financing obligation at March 31, 2012 and 2013 was ¥48,500 million and ¥47,435 million, respectively. For the fiscal years ended March 31, 2011, 2012 and 2013, the MUFG Group recognized ¥11,332 million, ¥10,913 million and ¥3,975 million, respectively, of impairment losses for long-lived assets, primarily real estate which was either formerly used for its banking operations and is no longer used or real estate that is being used where recovery of the carrying amount is doubtful. In addition, ¥199 million, ¥5,209 million and ¥1,932 million of impairment losses were recognized for real estate held for sale for the fiscal years ended March 31, 2011, 2012 and 2013, 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. F-56 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 6. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The table below presents the movement in the carrying amount of goodwill by business segment during the fiscal years ended March 31, 2012 and 2013: Integrated Retail Banking Business Group Integrated Corporate Banking Business Group Integrated Trust Assets Business Group Integrated Global Business Group Other than UNBC UNBC Total Global Markets Total (in millions) Balance at March 31, 2011: Goodwill Accumulated impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 840,055 ¥ 885,234 ¥ 22,527 ¥152,203 ¥201,629 ¥353,832 ¥2,300 ¥2,103,948 — (1,740,556) (14,735) (840,055) (885,234) (532) (532) — Foreign currency translation adjustments and other . . . . . . . . . . Balance at March 31, 2012: . . . . . . . . . . . . . . . . . . . . . . Goodwill Accumulated impairment losses . . . . Goodwill acquired during the fiscal year(2) . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments and other . . . . . . . . . . Balance at March 31, 2013: . . . . . . . . . . . . . . . . . . . . . . Goodwill Accumulated impairment losses . . . . — — — — 7,792 151,671 201,629 353,300 2,300 363,392 — — (9,109) (9,109) — (9,109) 885,234 840,055 (840,055) (885,234) 22,527 (14,735) 152,203 (532) 192,520 344,723 (532) — 2,300 2,094,839 — (1,740,556) — — — — — — 7,792 151,671 192,520 344,191 2,300 354,283 — — — 39,683 39,683 — 23,990 23,990 — — 39,683 23,990 885,234 840,055 (840,055) (885,234) 22,527 (14,735) 152,203 (532) 256,193 408,396 (532) — 2,300 2,158,512 — (1,740,556) ¥ — ¥ — ¥ 7,792 ¥151,671 ¥256,193 ¥407,864 ¥2,300 ¥ 417,956 Notes: (1) See Note 27 for the business segment information of the MUFG Group. (2) See Note 2 for the goodwill acquired in connection with acquisitions. There were no impairment losses recognized for the fiscal years ended March 31, 2011, 2012 and 2013. F-57 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, 2012 and 2013: Intangible assets subject to amortization: 2012 Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount (in millions) 2013 Accumulated amortization Net carrying amount Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,486,013 ¥ 959,829 ¥526,184 ¥1,640,297 ¥1,105,783 ¥534,514 182,524 Core deposit intangibles . . . . . . . . . . . . . . . . . 96,757 Customer relationships . . . . . . . . . . . . . . . . . . 38,132 Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . 2,155 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418,315 125,260 12,261 2,805 456,339 136,603 14,430 2,744 211,618 105,949 38,988 1,458 629,933 231,209 51,249 4,263 638,863 233,360 52,562 4,899 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,402,667 ¥1,518,470 884,197 ¥2,569,981 ¥1,715,899 854,082 Intangible assets not subject to amortization: Indefinite-lived trade names . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,037 9,249 12,286 ¥896,483 3,037 9,034 12,071 ¥866,153 Intangible assets subject to amortization acquired during the fiscal year ended March 31, 2012 amounted to ¥163,961 million, which primarily consisted of ¥163,060 million of software. The weighted average amortization period for these assets is 5 years. There is no significant residual value estimated for these assets. Intangible assets not subject to amortization acquired during the fiscal year ended March 31, 2012 amounted to ¥545 million. Intangible assets subject to amortization acquired during the fiscal year ended March 31, 2013 amounted to ¥171,650 million, which primarily consisted of ¥163,748 million of software. The weighted average amortization period for these assets is 5 years. There is no significant residual value estimated for these assets. Intangible assets not subject to amortization acquired during the fiscal year ended March 31, 2013 amounted to ¥50 million. For the fiscal years ended March 31, 2011, 2012 and 2013, the MUFG Group recognized ¥26,566 million, ¥30,986 million and ¥3,378 million, respectively, of impairment losses for intangible assets whose carrying amounts exceeded their fair value. In computing the amount of impairment losses, fair value was determined primarily based on the present value of expected future cash flows, the estimated value based on appraisals, or market prices. The impairment loss for the fiscal year ended March 31, 2011 included a loss of ¥19,267 million relating to customer relationships under the Integrated Trust Assets Business Group and a loss of ¥6,226 million relating to the contractual rights of a business alliance reported under the Integrated Retail Banking Business Group. These intangible assets were not subject to amortization. The intangible assets were valued based on discounted expected future cash flows. Estimated future cash flows of the above customer relationships were revised downwards due to the global financial environment where low interest rates were expected to continue, and the appreciation of Japanese yen against major currencies and its adverse impact to the growth prospect of trust assets. The estimated future cash flows of the above contractual rights were revised downwards due to the severe environment of the credit card business. Accordingly, the MUFG Group reevaluated the intangible assets and recognized impairment losses. F-58 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The impairment loss for the fiscal year ended March 31, 2012 included a loss of ¥8,334 million relating to the contractual rights of a business alliance reported under the Integrated Retail Banking Business Group, which were not subject to amortization, and a loss of ¥18,554 million relating to the customer relationships from fund contracts under the Integrated Trust Assets Business Group, which were reclassified from intangible assets not subject to amortization to those subject to amortization at September 30, 2011. The intangible assets were valued based on discounted expected future cash flows. The MUFG Group reflected the business environment of the credit card business, which has recently experienced further deterioration, in the future cash flows projection for the contractual rights above. Also, the estimated future cash flows of the customer relationships above from fund contracts were revised downward due to the recent global financial market instability and its adverse impact on the expected growth prospects of trust assets. Accordingly, the MUFG Group reevaluated the intangible assets and recognized impairment losses. In relation to the estimate of useful lives of the customer relationships, see Note 1 “Change in Accounting Estimates” section for the details. Also, for the fiscal year ended March 31, 2011, the MUFG Group recognized a loss of ¥16,370 million in Other non-interest expenses in the accompanying consolidated statements of income from the disposal of software for internal use due to a suspension of the system integration project by one of MUFG’s subsidiaries. The estimated aggregate amortization expense for intangible assets for the next five fiscal years is as follows: Fiscal year ending March 31: (in millions) 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥199,844 163,694 135,027 107,274 74,153 7. INCOME TAXES Income (loss) before Income Tax Expense Income (loss) before income tax expense by jurisdiction for the fiscal years ended March 31, 2011, 2012 and 2013 was as follows: Domestic income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥443,304 378,508 (in millions) ¥1,037,891 (187,949)(1) ¥ 898,596 517,275 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥821,812 ¥ 849,942 ¥1,415,871 2011 2012 2013 Note: (1) An other-than-temporary impairment loss of Morgan Stanley’s common stock was included in Foreign income (loss). See Note 2 for further details of an other-than-temporary impairment loss of Morgan Stanley’s common stock. F-59 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Income Tax Expense (Benefit) The detail of current and deferred income tax expense for the fiscal years ended March 31, 2011, 2012 and 2013 were as follows: Current: 2011 2012 2013 (in millions) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 52,982 70,292 ¥156,764 79,313 ¥102,357 60,609 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,274 236,077 162,966 Deferred: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293,450 16,901 171,889 21,225 122,804 10,250 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310,351 193,114 133,054 Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense (benefit) reported in equity relating to: 433,625 429,191 296,020 Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivatives qualifying for cash flow hedges . . . . . . . . . . . . . . . . . . . . . . Pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . (185,069) (2,250) (69,139) (2,032) 116,997 235 (66,573) 13,230 336,531 2,217 43,213 18,537 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (258,490) 63,889 400,498 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 175,135 ¥493,080 ¥696,518 On November 30, 2011, the Japanese Diet enacted two tax related laws: “Amendment to the 2011 Tax Reform” and “Special Measures to Secure the Financial Resources to Implement the Restoration from The Great East Japan Earthquake.” The changes under the new laws include a limitation on the use of net operating loss carryforwards to 80% of taxable income, a two-year increase in the carryforward period of certain net operating loss carryforwards to a nine-year period, and an approximately 5% reduction in the effective statutory rate of corporate income tax from 40.6% to 35.6%. While the reduction in the effective statutory rate was effective for fiscal years beginning on or after April 1, 2012, a temporary surtax levied on corporate income taxes to fund the earthquake recovery efforts caused the effective statutory rate of corporate income tax to be approximately 38.0% for the three year period between April 1, 2012 and March 31, 2015. The change in tax laws resulted in an increase of ¥77,997 million in income tax expense for the fiscal year ended March 31, 2012. Reconciliation of Effective Income Tax Rate 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 40.6% for the fiscal years ended March 31, 2011 and 2012 and approximately 38.0% for the fiscal year ended March 31, 2013. Foreign subsidiaries are subject to income taxes of the countries in which they operate. F-60 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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, 2011, 2012 and 2013 are as follows: 2011 2012 2013 40.6% 40.6% 38.0% Combined normal effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 0.3 Nondeductible expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.1 Dividends from foreign subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.1) 3.3 Foreign tax credit and payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.5) (0.6) Lower tax rates applicable to income of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 10.6 Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0 (3.7) Realization of previously unrecognized tax effects of subsidiaries . . . . . . . . . . . . . . . (3.4) (2.7) Nontaxable dividends received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 (1.5) Undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.2 Tax and interest expense for uncertainty in income taxes . . . . . . . . . . . . . . . . . . . . . . 4.8 Expiration of loss carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4 9.1 Effect of changes in tax laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.9) (0.2) Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.0 (0.8) (0.5) (7.3) (10.7)(1) (2.3) 1.5 (0.1) 2.1 — 0.9 Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.8% 50.5% 20.9% Note: (1) In April 2012, one of the wholly-owned subsidiaries of BTMU was liquidated. The liquidation resulted in the realization of tax benefits that were not previously recognized as deferred tax assets, resulting in a ¥151,309 million reduction of income tax expense and a 10.7% reduction in the effective tax rate for the fiscal year ended March 31, 2013. F-61 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are computed for each tax jurisdiction using currently 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, 2012 and 2013 were as follows: 2012 2013 (in millions) Deferred tax assets: Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued liabilities and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Premises and equipment, including sale-and-leaseback transactions . . . . . . . . . . . Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued severance indemnities and pension plans . . . . . . . . . . . . . . . . . . . . . . . . . Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 759,199 186,800 9,031 461,323 112,185 67,752 206,329 (644,701) ¥ 774,612 106,856 14,360 355,337 102,217 64,583 164,797 (483,006) Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,157,918 1,099,756 Deferred tax liabilities: Investment securities (including trading account assets at fair value under fair value option) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lease transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,876 123,027 48,124 39,509 248,536 488,728 104,736 54,025 64,806 712,295 Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 909,382 ¥ 387,461 The valuation allowance was provided primarily against deferred tax assets recorded at MUFG and its subsidiaries with operating loss carryforwards. The amount of valuation allowance is determined based on future reversals of existing taxable temporary differences and future taxable income exclusive of reversing 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, 2012 and 2013 to the extent that it is more likely than not that they will not be realized. Income taxes are not provided on undistributed earnings of certain foreign subsidiaries that are considered to be indefinitely reinvested in the operations of such subsidiaries. At March 31, 2012 and 2013, the undistributed earnings of such foreign subsidiaries amounted to approximately ¥26,637 million and ¥28,644 million, respectively. 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 to dispose of investments in such foreign subsidiaries and, accordingly, does not expect to record capital gains or losses, or otherwise monetize the undistributed earnings of such foreign subsidiaries. F-62 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Operating Loss and Tax Credit Carryforwards At March 31, 2013, the MUFG Group had operating loss carryforwards for corporate tax of ¥335,303 million and tax credit carryforwards of ¥3,526 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: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . No definite expiration date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,525 2,366 — — 35,589 8,297 272,788 13,738 ¥ 92 249 61 64 70 51 2,376 563 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥335,303 ¥3,526 Uncertainty in Income Tax The following is a roll-forward of the MUFG Group’s unrecognized tax benefits for the fiscal years ended March 31, 2011, 2012 and 2013: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross amount of increases for current year’s tax positions . . . . . . . . . . . . . . Gross amount of decreases for current year’s tax positions . . . . . . . . . . . . . . Gross amount of increases for prior years’ tax positions . . . . . . . . . . . . . . . . Gross amount of decreases for prior years’ tax positions . . . . . . . . . . . . . . . . Net amount of changes relating to settlements with tax authorities . . . . . . . . Decreases due to lapse of applicable statutes of limitations . . . . . . . . . . . . . . Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 2012 2013 ¥75,479 406 (1,482) 9,113 (8,698) (4,434) (1,479) (7,608) (in millions) ¥61,297 455 (339) 2,887 (312) (2,515) (1,123) (1,762) ¥ 58,588 366 (49) 2,765 (35,119)(1) 760 — 3,645 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥61,297 ¥58,588 ¥ 30,956 Note: (1) The decrease was primarily because, during the fiscal year ended March 31, 2013, the MUFG Group closed an examination with U.S. tax authorities on issues related to prior years’ tax positions. The total amount of unrecognized tax benefits at March 31, 2011, 2012 and 2013 that, if recognized, would affect the effective tax rate are ¥24,639 million, ¥9,170 million and ¥9,632 million, respectively. The remainder of the uncertain tax positions have offsetting amounts in other jurisdictions or are temporary differences. F-63 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The MUFG Group classifies interest and penalties, if applicable, related to income taxes as Income tax expense. Accrued interest and penalties (not included in the “unrecognized tax benefits” above) are a component of Other liabilities. The following is a roll-forward of the interest and penalties recognized in the accompanying consolidated financial statements for the fiscal years ended March 31, 2011, 2012 and 2013: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest and penalties in the consolidated statements of income . . . . . . . . . . . . . Total cash settlements and foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . ¥7,273 585 (825) (in millions) ¥7,033 27 (126) ¥ 6,934 (2,975) 569 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,033 ¥6,934 ¥ 4,528 2011 2012 2013 The MUFG Group is subject to ongoing tax examinations by the tax authorities of the various jurisdictions in which it operates. The following are the major tax jurisdictions in which the MUFG Group operates and the status of years under audit or open to examination: Jurisdiction Tax years Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States—Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States—California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States—New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States—New York City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 and forward 2007 and forward 2005 and forward 2004 and forward 2004 and forward The MUFG Group is currently under continuous examinations by the tax authorities in various domestic and foreign jurisdictions and many of these examinations are resolved every year. It is reasonably possible that the unrecognized tax benefits will decrease by approximately ¥12.8 billion during the next twelve months, since resolved items will be removed from the balance whether their resolution results in payment or recognition. 8. PLEDGED ASSETS AND COLLATERAL Pledged Assets At March 31, 2013, assets mortgaged, pledged, or otherwise subject to lien were as follows: Trading account securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 (in millions) ¥12,371,150 5,418,851 6,938,076 74,796 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥24,802,873 F-64 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The above pledged assets were classified by type of liabilities to which they related 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 (in millions) 574,617 ¥ 535,139 13,313,556 9,991,343 388,218 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥24,802,873 In addition, at March 31, 2013, certain investment securities, principally Japanese national government and Japanese government agency bonds, loans, and other assets aggregating ¥18,613,788 million were pledged as collateral for acting as a collection agent of public funds, for settlement of exchange at the Bank of Japan and the Tokyo Bankers Association, for derivative transactions and for certain other purposes. The MUFG Group engages in on-balance sheet securitizations. These securitizations of mortgage and apartment loans, which do not qualify for sales treatment, are accounted for as secured borrowings. The amount of loans in the table above represents the carrying amount of these transactions with the carrying amount of the associated liabilities included in other short-term borrowings and long-term debt. Under Japanese law, Japanese banks are required to maintain certain 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, 2012 and 2013 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 ¥3,562,136 million and ¥5,697,318 million, respectively. Average reserves during the fiscal years ended March 31, 2012 and 2013 were ¥2,875,129 million and ¥4,566,092 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 notes receivable 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 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 accompanying 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 accompanying consolidated balance sheets. At March 31, 2013, the MUFG Group pledged ¥27,267 billion of assets that may not be sold or repledged by the secured parties. F-65 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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, 2012 and 2013, the fair value of the collateral accepted by the MUFG Group that is permitted to be sold or repledged was ¥11,721 billion and ¥11,873 billion, respectively, of which ¥8,530 billion and ¥8,190 billion, respectively, was sold or repledged. At March 31, 2012 and 2013, the cash collateral paid for derivative transactions, which is included in Other assets, was ¥1,334,968 million and ¥1,573,698 million, respectively, and the cash collateral received for derivative transactions, which is included in Other liabilities, was ¥272,806 million and ¥366,544 million, respectively. 9. DEPOSITS The balances of time deposits, including certificates of deposit (“CDs”), issued in amounts of ¥10 million (approximately U.S.$106 thousand at the Federal Reserve Bank of New York’s noon buying rate on March 29, 2013) or more with respect to domestic deposits and issued in amounts of U.S.$100,000 or more with respect to foreign deposits were ¥26,882,261 million and ¥17,553,275 million, respectively, at March 31, 2012, and ¥28,267,100 million and ¥19,783,917 million, respectively, at March 31, 2013. The maturity information at March 31, 2013 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥36,649,111 6,327,060 3,025,807 683,254 659,558 234,509 ¥19,486,246 265,011 95,802 97,479 85,149 26,407 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥47,579,299 ¥20,056,094 Domestic Foreign (in millions) 10. CALL MONEY AND FUNDS PURCHASED A summary of funds transactions for the fiscal years ended March 31, 2012 and 2013 is as follows: Outstanding at end of fiscal year: Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal range of maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,796,221 1 day to 30 days ¥ 4,010,582 1 day to 30 days 0.28% 0.18% F-66 2012 2013 (in millions, except percentages and days) MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 11. 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, 2012 and 2013 is as follows: Amount outstanding at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average interest rate on outstanding balance at end of fiscal year . . . . . . . 2012 2013 (in millions, except percentages) ¥627,331 ¥633,029 0.08% 0.09% 12. SHORT-TERM BORROWINGS AND LONG-TERM DEBT At March 31, 2012 and 2013, the MUFG Group had unused lines of credit for short-term financing amounting to ¥11,527,432 million and ¥11,282,220 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, 2012 and 2013 were comprised of the following: 2012 2013 (in millions, except percentages) Domestic offices: Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowings from the Bank of Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowings from other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,560,552 7,189,750 201,139 70,998 ¥ 1,358,067 7,466,717 203,120 49,500 Total domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,022,439 9,077,404 Foreign offices: Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowings from other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,359,900 472,010 27,276 2,125,851 386,068 19,389 Total foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,859,186 2,531,308 Total Less unamortized discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,881,625 100 11,608,712 114 Other short-term borrowings—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥10,881,525 ¥11,608,598 Weighted average interest rate on outstanding balance at end of fiscal year . . . . . . . 0.23% 0.20% F-67 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, 2012 and 2013 was comprised of the following: MUFG: Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subordinated debt(1): ¥ Adjustable rate bonds, payable in Japanese yen, no stated maturity, principally 3.92%-4.42% . . . . Adjustable rate borrowings, payable in Japanese yen, no stated maturity, principally 3.42%-4.78% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustable rate borrowings, payable in U.S. dollars, no stated maturity, principally 6.25% . . . . . . . Adjustable rate borrowings, payable in Euro, no stated maturity, principally 4.75%-5.17% . . . . . . . Adjustable rate borrowings, payable in other currencies excluding Japanese yen, U.S. dollars, Euro, no stated maturity, principally 6.20%(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 2013 (in millions) 28 ¥ 59 380,500 380,500 1,500 411 1,098 394 1,500 470 1,207 430 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383,931 384,166 BTMU: Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligation under sale-and-leaseback transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsubordinated debt(1): ¥ Fixed rate bonds, payable in Japanese yen, due 2013-2027, principally 0.16%-2.69% . . . . . . . . . . . Fixed rate bonds, payable in U.S. dollars, due 2013-2023, principally 1.00%-3.85% . . . . . . . . . . . . Fixed rate bonds, payable in other currencies excluding Japanese yen, U.S. dollars, due 2014- 2017, principally 4.05%-5.58%(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed rate borrowings, payable in Japanese yen, due 2013-2027, principally 0.10%-0.50% . . . . . . Fixed rate borrowings, payable in U.S. dollars, due 2018, principally 7.49% . . . . . . . . . . . . . . . . . . Fixed rate borrowings, payable in other currencies excluding Japanese yen, U.S. dollars, due 2013-2014, principally 2.13%-5.65%(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustable rate bonds, payable in Japanese yen, due 2014, principally 1.57% . . . . . . . . . . . . . . . . . Floating rate bonds, payable in U.S. dollars, due 2014-2016, principally 0.74%-0.95% . . . . . . . . . . Floating rate bonds, payable in other currencies excluding Japanese yen, U.S. dollars, due 2015, principally 4.38%(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Floating rate borrowings, payable in U.S. dollars, due 2014-2023, principally 0.45%-0.82% . . . . . Floating rate borrowings, payable in Euro, due 2014-2021, principally 0.40%-0.43% . . . . . . . . . . . 17,554 48,500 ¥ 15,294 47,435 1,518,900 513,689 1,337,900 639,679 98,337 7,238 395 320 20,000 40,898 25,635 457,190 — 126,709 10,297 383 384 20,000 93,667 29,379 780,410 7,839 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,682,602 3,046,647 Subordinated debt(1): Fixed rate bonds, payable in Japanese yen, due 2013-2031, principally 0.93%-2.91% . . . . . . . . . . . Fixed rate borrowings, payable in Japanese yen, due 2016-2035, principally 0.63%-2.24% . . . . . . Fixed rate borrowings, payable in U.S. dollars, due 2013, principally 6.76% . . . . . . . . . . . . . . . . . . Adjustable rate bonds, payable in Japanese yen, due 2018-2019, principally 0.89%-1.69% . . . . . . . Adjustable rate borrowings, payable in Japanese yen, due 2014-2028, principally 0.32%-2.86% . . Adjustable rate borrowings, payable in Japanese yen, no stated maturity, principally 1.07%-4.78% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustable rate borrowings, payable in U.S. dollars, due 2017, principally 0.97% . . . . . . . . . . . . . . Adjustable rate borrowings, payable in U.S. dollars, no stated maturity, principally 6.25% . . . . . . . Adjustable rate borrowings, payable in Euro, due 2017, principally 1.58% . . . . . . . . . . . . . . . . . . . Adjustable rate borrowings, payable in Euro, no stated maturity, principally 4.75%-5.17% . . . . . . . Adjustable rate borrowings, payable in other currencies excluding Japanese yen, U.S. dollars, Euro, no stated maturity, principally 6.20%(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Floating rate borrowings, payable in Japanese yen, due 2020-2027, principally 0.49%-0.93% . . . . 2,135,169 225,737 105,260 93,700 535,600 901,100 41,095 201,366 10,980 144,387 74,207 41,900 1,579,037 233,419 118,177 93,700 395,600 891,199 — 221,018 — 158,760 80,885 41,900 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligations under loan securitization transaction accounted for as secured borrowings, due 2013-2044, principally 0.31%-5.90% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payable under repurchase agreements, due 2018, principally 1.48% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,510,501 3,813,695 1,977,785 — 1,516,893 188,100 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,236,942 8,628,064 F-68 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Other subsidiaries: Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsubordinated debt(1): Fixed rate borrowings, bonds and notes, payable in Japanese yen, due 2013-2041, principally 2012 2013 (in millions) ¥ 11,489 ¥ 10,286 0.00%-7.00% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 444,346 547,746 Fixed rate borrowings, bonds and notes, payable in U.S. dollars, due 2013-2038, principally 0.00%-8.10% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,869 Fixed rate borrowings, bonds and notes, payable in other currencies excluding Japanese yen, U.S. dollars, Euro, due 2013-2037, principally 0.50%-10.00%(2) . . . . . . . . . . . . . . . . . . . . . . . . . 4,945 Floating/Adjustable rate borrowings, bonds and notes, payable in Japanese yen, due 2013-2043, 46,849 10,389 principally 0.00%-11.00% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,090,919 1,199,685 Floating rate borrowings, bonds and notes, payable in U.S. dollars, due 2013-2038, principally 0.00%-10.00% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Floating rate bonds and notes, payable in Euro, due 2013-2018, principally 0.00%-1.76% . . . . . . . Floating rate borrowings, bonds and notes, payable in other currencies excluding Japanese yen, 476,431 1,212 403,809 22,492 U.S. dollars, Euro, due 2014-2038, principally 0.00%-12.00%(2) . . . . . . . . . . . . . . . . . . . . . . . . . 14,843 2,006 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,051,565 2,232,976 Subordinated debt(1): Fixed rate borrowings, bonds and notes, payable in Japanese yen, due 2013-2030, principally 0.56%-2.98% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed rate bonds and notes, payable in U.S. dollars, due 2013-2036, principally 2.01%-10.35% . . . Adjustable rate borrowings, bonds and notes, payable in Japanese yen, due 2018-2020, principally 1.56%-2.70% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustable rate borrowings, bonds and notes, payable in Japanese yen, no stated maturity, 412,931 90,116 435,544 105,096 86,300 72,300 principally 1.93%-3.50% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,496 105,744 Floating rate borrowings, bonds and notes, payable in Japanese yen, due 2013-2018, principally 0.56%-1.61% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligations under loan securitization transaction accounted for as secured borrowings, due 2013-2015, principally 0.44%-6.10% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195,030 885,873 192,391 911,075 23,262 15,791 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,972,189 3,170,128 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 12,593,062 ¥ 12,182,358 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 markets indices. (2) Minor currencies, such as Australian dollar, British pound, Indonesian rupiah, Brazilian real, Thai baht, Russian ruble etc, have been summarized into the “Other currencies” classification. The MUFG Group uses derivative financial instruments for certain debts to manage its interest rate and currency exposures. The derivative financial instruments include swaps, forwards, options and other types of derivatives. As a result of these derivative instruments, the effective rates reflected in the table above may differ from the coupon rates. The interest rates for the adjustable and floating rate debt shown in the above table are those in effect at March 31, 2012 and 2013. Certain debt agreements permit the MUFG Group 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-69 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, 2013: MUFG BTMU Other subsidiaries Total (in millions) Fiscal year ending March 31: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 17 15 8 5 2 384,119 ¥1,060,289 1,068,006 873,692 561,434 730,544 4,334,099 ¥ 577,163 390,606 305,246 309,753 282,421 1,304,939 ¥ 1,637,469 1,458,627 1,178,946 871,192 1,012,967 6,023,157 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥384,166 ¥8,628,064 ¥3,170,128 ¥12,182,358 13. SEVERANCE INDEMNITIES AND PENSION PLANS Defined Benefit Pension Plans The MUFG Group has funded contributory and non-contributory defined benefit pension plans (“pension benefits”), which cover substantially all of its employees and provide for lifetime annuity payments commencing at age 65 based on eligible compensation at the time of severance, rank, years of service and other factors. BTMU and certain domestic subsidiaries, MUSHD, Mitsubishi UFJ NICOS and some subsidiaries of MUFG have non-contributory Corporate Defined Benefit Pension plans (“CDBPs”) which provide benefits to all their domestic employees. MUTB has a contributory CDBP similar to these non-contributory CDBPs. In December 2011, in accordance with the Defined Benefit Corporate Pension Plan Act, which permits each employer and employees’ pension fund plan to separate the substitutional portion of the employees’ pension fund from the rest of the fund and transfer the related obligation and assets to the Japanese government, MUTB obtained an approval from the Minister of Health, Labor and Welfare for an exemption from the obligation to pay benefits for future employee services related to the substitutional portion of the governmental welfare pension program. In January 2013, MUTB also obtained an approval for an exemption from the obligation to pay benefits for past employee services related to the substitutional portion. As of March 31, 2013, the benefit obligation for past employee services related to the substitutional portion and the related government-specified portion of the plan assets have not been transferred to the Japanese government. The guidance, which addresses the accounting for the transfer to the Japanese government of a substitutional portion of employee pension fund liabilities, requires employers to account for the entire separation process of a substitutional portion from an entire plan upon completion of the transfer of the substitutional portion of the benefit obligation for both the past and the future employee services and the related plan assets to the government in a single settlement transaction. In accordance with the guidance, no accounting for the transfer was recorded for the fiscal year ended March 31, 2012 and 2013. In addition to the CDBPs, BTMU and MUTB had non-contributory closed Tax-Qualified Pension Plans (“closed TQPPs”), which were defined benefit pension plans that provide benefits to certain retired employees, excluding directors in Japan, based on eligible compensation at the time of severance, years of service and other factors. MUTB also had a contributory closed TQPP in addition to the non-contributory closed TQPPs. In March 2012, Tax-Qualified Pension Plans were abolished pursuant to the Amendment to the 2011 Tax Reform enacted in 2011. Prior to the abolishment, the contributory and non-contributory closed TQPPs held by BTMU and MUTB were integrated into their non-contributory CDBPs. The balances of projected benefit obligations and plan assets of the closed TQPPs were directly transferred with no impact on the MUFG Group’s financial position and results of operations. F-70 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The MUFG Group also offers qualified and nonqualified defined benefit pension plans in foreign offices and subsidiaries for their employees. The qualified plans are non-contributory defined pension plans, which provide benefits upon retirement based on years of service and average compensation and cover substantially all of the employees of such foreign offices and subsidiaries. With respect to the offices and subsidiaries in the United States of America, the qualified 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. The nonqualified plans are non- contributory defined benefit pension plans, under which certain employees earn pay and interest credits on compensation amounts above the maximum stipulated by applicable laws under the qualified plans. Severance Indemnities Plans The MUFG Group has severance indemnities plans (“SIPs”) 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 based on eligible compensation at the time of severance, rank, years of service and other factors. Under SIPs, benefit payments in the form of a lump-sum cash payment with no 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. Other Postretirement Plans The MUFG Group’s foreign offices and subsidiaries, primarily in the United States of America, provide their employees with certain postretirement medical and life insurance benefits (“other benefits”). Net periodic cost of pension benefits and other benefits for the fiscal years ended March 31, 2011, 2012 and 2013 include the following components: Domestic subsidiaries Foreign offices and subsidiaries 2011 2012 2013 2011 2012 2013 Pension benefits and SIP Pension benefits and SIP Pension benefits and SIP Pension benefits Other benefits Pension benefits Other benefits Pension benefits Other benefits (in millions) Service cost—benefits earned during the fiscal year . . . . . . . . . ¥ 39,713 ¥ 39,709 ¥ 38,840 ¥ 6,092 ¥ 909 ¥ 6,328 ¥ 968 ¥ 8,098 ¥1,114 Interest costs on projected benefit obligation . . . . . . . . . . . . . . . . . . Expected return on plan assets . . . . Amortization of net actuarial 10,649 1,192 10,716 1,135 33,184 (56,105) (55,336) (48,106) (16,220) (1,086) (14,216) (1,106) (14,169) (1,030) 26,648 31,509 10,900 1,335 loss . . . . . . . . . . . . . . . . . . . . . . . 15,600 29,424 42,496 1,386 516 6,221 514 8,030 715 Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . (10,576) (11,534) (12,309) Amortization of net obligation at transition . . . . . . . . . . . . . . . . . . . Loss on settlements and — — — 51 — (61) 115 35 (57) 54 (59) — 105 — 105 curtailment . . . . . . . . . . . . . . . . . (3) . . . . . . . . ¥ 25,522 ¥ 38,150 ¥ 50,169 ¥ 2,209 ¥ 1,728 ¥ 9,057 ¥1,616 ¥12,824 ¥1,977 3,706 4,378 2,600 40 95 — — — Net periodic benefit cost F-71 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table summarizes the assumptions used in computing the present value of the projected benefit obligations and the net periodic benefit cost: Domestic subsidiaries Foreign offices and subsidiaries 2011 2012 2013 2011 2012 2013 Pension benefits and SIP Pension benefits and SIP Pension benefits and SIP Pension benefits Other benefits Pension benefits Other benefits Pension benefits Other benefits Weighted-average assumptions used: Discount rates in determining expense . . . . . . . . . . . . . . . . . . . . . . . 2.05% 1.91% 1.55% 6.10% 6.04% 5.67% 5.36% 4.73% 4.70% Discount rates in determining benefit obligation . . . . . . . . . . . . . . . . . . . . . 1.91 1.55 1.25 5.67 5.36 4.73 4.70 4.25 4.01 Rates of increase in future compensation level for determining expense . . . . . . . . . . . . . . . . . . . . . . . 3.06 Rates of increase in future compensation level for determining benefit obligation . . . . . . . . . . . . . . . 3.23 2.98 Expected rates of return on plan assets . . 3.23 3.31 4.72 — 4.67 — 4.60 — 3.31 3.11 3.07 2.78 4.67 7.49 — 4.60 7.49 8.00 — 4.58 6.92 8.00 — 7.50 The following tables present the assumed health care cost trend rates for foreign offices and subsidiaries, which are used to measure the expected cost of benefits for the next year, and the effect of a one-percentage- point change in the assumed health care cost trend rate: Initial trend rate . . . . . . . . . . . . . . . . . . . . . . . . Ultimate trend rate . . . . . . . . . . . . . . . . . . . . . . Year the rate reaches the ultimate trend rate . . 8.90% 5.00% 2018 8.31% 4.50% 2021 7.50% 4.50% 2018 7.50% 4.50% 2017 UNBC Other than UNBC 2012(1) 2013(1) 2012(1) 2013(1) UNBC Other than UNBC 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 . . . ¥ 359 3,073 ¥ (292) (2,584) ¥ 79 1,372 ¥ (59) (1,046) Note: (1) Fiscal years of UNBC and foreign subsidiaries end on December 31. Therefore, the above tables present the rates and amounts at December 31, 2011 and 2012, respectively. F-72 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, 2012 and 2013: Domestic subsidiaries 2012 2013 Foreign offices and subsidiaries 2012 2013 Non-contributory pension benefits and SIP Contributory pension benefits Non-contributory pension benefits and SIP Contributory pension benefits Pension benefits Other benefits Pension benefits Other benefits (in millions) Change in benefit obligation: Benefit obligation at beginning of fiscal year . . . . . . . . . . . . Service cost . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . Plan participants’ contributions . . . . . . . . . . Acquisitions/ Divestitures . . . . . . . . . . . Amendments . . . . . . . . . . . . Actuarial loss . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . Lump-sum payment Translation adjustments and other . . . . . . . . . . . . . . . . Benefit obligation at end of ¥1,328,152 33,605 24,394 ¥381,457 6,104 7,115 ¥1,383,933 34,182 20,510 ¥389,264 4,658 6,138 ¥195,080 ¥ 23,653 ¥225,361 ¥ 24,701 1,114 1,135 8,098 10,716 6,328 10,649 968 1,192 — 726 — — 13 420 14 450 (268) (27,159) 86,204 (63,968) (15,613) — — 26,491 (14,043) — 8 — 65,369 (55,396) (15,445) — — 15,583 (11,216) — — 98 30,020 (6,845) (754) — — 958 (1,655) — — 302 23,154 (13,161) (440) — — 975 (1,673) — 18,586(1) (18,586)(1) — — (9,228) (835) 29,180 3,300 fiscal year . . . . . . . . . . . . . . 1,383,933 389,264 1,433,161 404,427 225,361 24,701 283,224 30,002 Change in plan assets: Fair value of plan assets at beginning of fiscal year . . . . Actual return (loss) on plan assets . . . . . . . . . . . . . . . . Employer contributions . . . . Acquisitions/ Divestitures . . . . . . . . . . . Plan participants’ contributions . . . . . . . . . . Benefits paid . . . . . . . . . . . . Translation adjustments and other . . . . . . . . . . . . . . . . Fair value of plan assets at end of fiscal year . . . . . . . . . . . . Amounts recognized in the consolidated balance sheets: Prepaid benefit cost . . . . . . . Accrued benefit cost . . . . . . 1,348,510 451,373 1,317,074 433,710 190,130 14,043 182,791 13,370 (18,132) 28,135 1,574 16,645 174,467 26,314 64,893 15,635 4,528 2,835 78 1,128 24,787 14,807 1,866 1,144 (36) — (53) — — — — — — (63,968) 726 (14,043) — (55,396) — (11,216) 13 (6,845) 420 (1,655) 14 (13,161) 450 (1,673) 22,565(1) (22,565)(1) — (44,851)(2) (7,870) (644) 23,843 3,028 1,317,074 433,710 1,462,406 458,171 182,791 13,370 233,081 18,185 Net amount recognized . . . . ¥ (66,859) ¥ 44,446 ¥ 17,969 (84,828) ¥ 44,446 — ¥ ¥ 60,279 (31,034) ¥ 53,744 ¥ 3,175 ¥ — ¥ 3,850 ¥ — (45,745) (11,331) (53,993) — (11,817) 29,245 ¥ 53,744 ¥ (42,570) ¥(11,331) ¥ (50,143) ¥(11,817) Notes: (1) Represents a transfer from contributory closed TQPP to non-contributory CDBP in MUTB. (2) MUTB partially withdrew assets from employee retirement benefit trusts, amount of ¥44,851 million, which were established for the payment of employees’ pension benefits. The related plan remains in an overfunded status as of March 31, 2013. No gains or losses have been recognized as a consequence of this transaction. F-73 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The aggregated accumulated benefit obligations of these plans at March 31, 2012 and 2013 were as follows: Aggregated accumulated benefit obligations . . . . . . . . . . . . . . ¥1,747,624 ¥1,808,001 ¥209,145 ¥262,200 The projected benefit obligations, accumulated benefit obligations and fair value of plan assets for the plans with accumulated benefit obligations in excess of plan assets at March 31, 2012 and 2013 were as follows: Domestic subsidiaries Foreign offices and subsidiaries 2012 2013 2012 2013 (in millions) Domestic subsidiaries Foreign offices and subsidiaries 2012 2013 2012 2013 (in millions) Projected benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,332,424 1,308,177 1,247,873 ¥96,622 89,166 65,601 ¥209,930 193,899 164,314 ¥264,204 243,268 210,793 BTMU, MUTB, MUSHD, Mitsubishi UFJ NICOS and other subsidiaries paid special lump-sum termination benefits which are not a part of pension plans to certain early-terminated employees. The amounts charged to operations for such early termination benefits for the fiscal years ended March 31, 2011, 2012 and 2013 were ¥17,098 million, ¥34,600 million and ¥11,234 million, respectively. The ¥34,600 million charged to operations for the fiscal year ended March 31, 2012 mainly consisted of ¥20,512 million related to MUSHD. The following table presents the amounts recognized in Accumulated OCI of the MUFG Group at March 31, 2012 and 2013: Domestic subsidiaries Foreign offices and subsidiaries 2012 Pension benefits and SIP 2013 Pension benefits and SIP 2012 2013 Pension benefits Other benefits Pension benefits Other benefits (in millions) Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . Prior service cost . . . . . . . . . . . . . . . . . . . . . . Net obligation at transition . . . . . . . . . . . . . . ¥ 644,335 (58,889) — ¥ 488,936 (46,580) — ¥ 85,384 127 — ¥ 7,982 (148) 102 ¥ 98,654 386 — ¥ 8,314 (100) — Gross pension liability adjustments . . . . . . . Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585,446 (235,331) 442,356 (183,884) 85,511 (33,581) 7,936 (3,126) 99,040 (38,585) 8,214 (3,212) Net pension liability adjustments . . . . . . . . . ¥ 350,115 ¥ 258,472 ¥ 51,930 ¥ 4,810 ¥ 60,455 ¥ 5,002 F-74 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table presents OCI in the fiscal years ended March 31, 2012 and 2013: Domestic subsidiaries Foreign offices and subsidiaries 2012 Pension benefits and SIP 2013 Pension benefits and SIP 2012 2013 Pension benefits Other benefits Pension benefits Other benefits (in millions) Net actuarial loss (gain) arising during the year . . . . . . ¥184,611 ¥(110,303) ¥40,553 ¥2,093 ¥11,326 ¥ 141 Prior service cost arising during the year . . . . . . . . . . . . — Losses (gains) due to amortization: (27,159) (29) 270 (3) — Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . Net obligation at transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Curtailment and settlement Foreign currency translation adjustments . . . . . . . . . . . (29,424) 11,534 — (4,378) — Total changes in Accumulated other comprehensive (42,496) 12,309 — (2,600) (514) (6,221) (35) 57 — (105) — (40) — (3,342) (715) (8,030) (54) 59 — (105) 3 (95) 895 (339) 10,112 income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥135,184 ¥(143,090) ¥30,912 ¥1,163 ¥13,529 ¥ 278 The following table presents the expected amounts that will be amortized from Accumulated OCI as components of net periodic benefit cost, before taxes, for the fiscal year ending March 31, 2014: Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domestic subsidiaries Foreign offices and subsidiaries Pension benefits and SIP Pension benefits Other benefits ¥ 24,986 (11,793) (in millions) ¥10,244 40 ¥610 (59) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 13,193 ¥10,284 ¥551 Investment policies MUFG’s investment policy for plan assets is based on an asset liability matching strategy which is intended to maintain adequate liquidity for benefit payments and to achieve a stable increase in the plan assets in the medium and long term through proper risk control and return maximization. As a general rule, investment policies for plan assets are reviewed periodically for some plans and in the following situations for all plans: (1) large fluctuations in pension plan liabilities caused by modifications to pension plans, or (2) changes in the market environment. The plan assets allocation strategies are the principal determinant in achieving expected investment returns on the plan assets. Actual asset allocations may fluctuate within acceptable ranges due to market value variability. Plan assets are managed by a combination of internal and external asset management companies and are rebalanced when market fluctuations cause an asset category to fall outside of its strategic asset allocation range. Performance of each plan asset category is compared against established indices and similar plan asset groups to evaluate whether the risk associated with the portfolio is appropriate for the level of return. F-75 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The weighted-average target asset allocation of plan assets for the pension benefits and other benefits at March 31, 2013 was as follows: Asset category Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domestic subsidiaries Foreign offices and subsidiaries Pension benefits and SIP 37.8% 40.0 11.8 4.8 — 5.6 Pension benefits Other benefits 0.2% — 56.6 30.5 9.5 3.2 —% — 70.0 30.0 — — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% Basis and procedure for estimating long-term return of each asset category MUFG’s expected long-term rate of return on plan assets for domestic defined benefit pension plans and SIPs is based on a building-block methodology, which calculates the total long-term rate of return of the plan assets by aggregating the weighted rate of return derived from both long-term historical performance and forward-looking return expectations from each asset category. MUFG has determined the expected long-term rate of return for each asset category 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 Foreign offices and subsidiaries periodically reconsider the expected long-term rate of return for their plan assets. They evaluate the investment return volatility of different asset categories and compare the liability structure of their pension and other benefits to those of other companies, while considering their funding policy to maintain a funded status sufficient to meet participants’ benefit obligations, and reduce long-term funding requirements and pension costs. Based on this information, foreign offices and subsidiaries update the expected long-term rate of return. Cash flows The MUFG Group expects to contribute to the plan assets for the fiscal year ending March 31, 2014 based upon its current funded status and expected asset return assumptions as follows: For the pension benefits of domestic subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the pension benefits of foreign offices and subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the other benefits of foreign offices and subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥42.4 billion 36.1 billion 1.8 billion F-76 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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: Domestic subsidiaries Foreign offices and subsidiaries Pension benefits and SIP Pension benefits Other benefits (in millions) Fiscal year ending March 31: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter (2019-2023) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 76,676 79,121 80,703 81,475 82,010 406,746 ¥ 8,418 9,236 9,878 10,605 11,569 73,374 ¥ 1,470 1,548 1,631 1,725 1,826 10,408 Fair value measurement of the plan assets The following is a description of the valuation methodologies used for plan assets measured at fair value as well as the classification of the plan assets pursuant to the fair value hierarchy described in Note 29. Government bonds and other debt securities When quoted market prices are available in an active market, the MUFG Group adopts the quoted market prices to measure the fair value of securities and such securities are classified in Level 1 of the fair value hierarchy. Level 1 securities include Japanese government bonds, most of non-Japanese government bonds and certain corporate bonds. When quoted market prices are available but not traded actively, such securities are classified in Level 2 of the fair value hierarchy. When quoted prices are not available, the MUFG Group generally estimates fair values by using non-binding prices obtained from independent pricing vendors. Such securities are generally classified in Level 2 of the fair value hierarchy. Level 2 securities include certain non- Japanese government bonds, official institutions bonds and corporate bonds. When there is lack of liquidity for securities or significant inputs adopted to the fair value measurements are unobservable, such securities are classified in Level 3 of the fair value hierarchy. Such Level 3 securities mainly consist of non-Japanese corporate bonds. Marketable equity securities When quoted market prices are available in an active market, the MUFG Group adopts the quoted market prices to measure the fair value of marketable equity securities and such securities are classified in Level 1 of the fair value hierarchy. When quoted market prices are available but not traded actively, such securities are classified in Level 2 of the fair value hierarchy. Japanese pooled funds Japanese pooled funds are investment fund vehicles designed for Japanese pension plan investments under Japanese pension trust fund regulations. Based upon the nature of the funds’ investments, Japanese pooled funds are categorized into four major fund types; Japanese marketable equity securities type, Japanese debt securities F-77 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) type, Non-Japanese marketable equity securities type and Non-Japanese debt securities type. The other types of funds invest in short-term financial instruments or loans receivable. Japanese pooled funds are generally readily redeemable at their net asset values. The fair values of Japanese pooled funds are measured at their net asset values and generally classified in Level 2 of the fair value hierarchy. Japanese pooled funds classified in Level 3 of the fair value hierarchy have underlying investments in non-Japanese debt securities and loans receivable whose fair values are measured by using significant unobservable inputs and there is inherent lack of the funds’ liquidity. Other investment funds Other investment funds include mutual funds, private investments funds, common collective funds, private equity funds and real estate funds. The listed investment funds or mutual funds are valued at quoted market prices and classified in Level 1 or Level 2 of the fair value hierarchy. When there is no available market quotation, the fair values are generally determined at net asset values. The funds for which the fair values are measured at their net asset value are classified either in Level 2 or Level 3 depending on the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date or in the near future. Other investment funds classified in Level 3 of the fair value hierarchy mainly consist of certain private investment funds and real estate funds whose fair values are not measured at their net asset values but by using significant unobservable inputs and there is inherent lack of the funds’ liquidity. Japanese general accounts of life insurance companies These instruments are contracts with life insurance companies that guarantee return of a certain level of fixed income, which are mainly invested in assets with low market risk such as Japanese debt securities. They are measured at conversion value and classified in Level 2 in the fair value hierarchy. Other investments Other investments mainly consist of call loans and the rest consist of miscellaneous accounts such as deposits with banks and short term investments. These instruments are generally classified in Level 1 or Level 2 of the fair value hierarchy depending on observability of the inputs to measure their fair values. F-78 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table presents the fair value of each major category of plan assets as of March 31, 2012 and 2013: Pension benefits and SIP Investments: At March 31, 2012 Assets category Japanese government Domestic subsidiaries Foreign offices and subsidiaries Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in millions) bonds . . . . . . . . . . . . . . . . . ¥ 72,752 ¥ — ¥ — ¥ 72,752 ¥ — ¥ — ¥ — ¥ — Non-Japanese government bonds . . . . . . . . . . . . . . . . . Other debt securities(1) . . . . . . Japanese marketable equity 42,290 1,169 590 34,474 — 5,995 42,880 41,638 1,551 5,895 — 10,382 — 7,446 — 10,382 securities(2) . . . . . . . . . . . . . 546,179 Non-Japanese marketable equity securities . . . . . . . . . 19,048 Japanese pooled funds: 14 532 — 546,193 — 87 19,667 11,372 Japanese marketable equity securities(2) . . . Japanese debt — 61,569 — 61,569 securities(1) . . . . . . . . . — 267,889 — 267,889 Non-Japanese marketable equity securities . . . . . . . . . . Non-Japanese debt securities . . . . . . . . . . Other . . . . . . . . . . . . . . . — 164,195 — 164,195 — — 75,554 38,741 5,807 2,501 8,308 81,361 41,242 616,256 — — — — — — — — — — — 11,372 — — — — — — — — — — — — — — — — — — Total pooled funds . . . . . — 607,948 Other investment funds . . . . . Japanese general account of life insurance companies(3) . . . . . . . . . . . . Other investments . . . . . . . . . — 92,731 41,097 133,828 74,530 65,582 12,282 152,394(4) — 166,184 108,966 2,420 — 166,184 — 111,386 — 68 — 785 — 344 — 1,197 Total . . . . . . . . . . . . . . . . . . . ¥683,858 ¥1,011,439 ¥55,487 ¥1,750,784 ¥87,521 ¥82,644 ¥12,626 ¥182,791 F-79 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) At March 31, 2013 Assets category Domestic subsidiaries Foreign offices and subsidiaries Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Japanese government bonds . . . . . . . . . . ¥ 76,763 ¥ Non-Japanese government bonds . . . . . . Other debt securities(1) . . . . . . . . . . . . . . . Japanese marketable equity 13,898 151 securities(2) . . . . . . . . . . . . . . . . . . . . . . 661,832 Non-Japanese marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . 19,386 Japanese pooled funds: — ¥ — ¥ 2,761 18,517 — 6,134 (in millions) 76,763 ¥ 16,659 24,802 — ¥ — 7,600 — 33,315 — ¥ — ¥ — — 7,600 — 33,315 148 207 — 661,980 — — 19,593 13,720 Japanese marketable equity securities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . Japanese debt securities(1) Non-Japanese marketable equity securities . . . . . . . . . . . . . . . . . . . Non-Japanese debt securities . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . — 46,175 — 403,006 — 46,175 — 403,006 — 190,367 65,087 — 17,623 — — 190,367 71,933 17,623 6,846 — Total pooled funds . . . . . . . . . . . . . . — 722,258 6,846 729,104 — — — — — — — — — — — — — — — — — 13,720 — — — — — — — — — — — — Other investment funds . . . . . . . . . . . . . . Japanese general account of life insurance companies(3) . . . . . . . . . . . . Other investments . . . . . . . . . . . . . . . . . . — 98,520 48,631 147,151 91,582 65,068 14,486 171,136(4) — 163,503 79,386 1,636 — 163,503 81,022 — — 839 — 4,488 — 1,983 — 7,310 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥773,666 ¥1,085,300 ¥61,611 ¥1,920,577 ¥106,141 ¥110,471 ¥16,469 ¥233,081 Notes: (1) These debt securities include debt securities issued by the MUFG Group in the amount of ¥828 million (0.05% of plan assets) and (2) ¥471 million (0.02% of plan assets) to the pension benefits and SIPs at March 31, 2012 and 2013, respectively. Japanese marketable equity securities include common stocks issued by the MUFG Group in the amount of ¥5,152 million (0.29% of plan assets) and ¥6,864 million (0.32% of plan assets) to the pension benefits and SIPs at March 31, 2012 and 2013, respectively. (3) “Japanese general accounts of life insurance companies” is a contract with life insurance companies that guarantees a return of approximately 1.17% from April 1, 2011 to March 31, 2012 and 1.17% from April 1, 2012 to March 31, 2013. (4) Other investment funds of the foreign offices and subsidiaries are mainly comprised of ¥69,643 million of mutual funds and ¥20,706 million of common collective funds, and of ¥87,243 million of mutual funds and ¥13,531 million of real estate funds, which were held by UNBC at December 31, 2011 and 2012, respectively. Other post retirement plan investments: Assets category Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in millions) Foreign offices and subsidiaries March 31, 2012 March 31, 2013 Other debt securities . . . . . . . . . Other investment funds(1) . . . . . . Other investments . . . . . . . . . . . ¥ — ¥ — ¥— ¥ — ¥ — ¥3,619 7,491 — 5,879 — 13,370 — ¥— — — — 5,665 — — — 8,901 Total . . . . . . . . . . . . . . . . . . . . . . ¥7,491 ¥5,879 ¥— ¥13,370 ¥8,901 ¥9,284 ¥— Note: (1) Other investment funds mainly consist of mutual funds and common collective funds. F-80 ¥ 3,619 8,901 5,665 ¥18,185 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following tables present a reconciliation of plan assets measured at fair value using significant unobservable inputs (Level 3) during the fiscal years ended March 31, 2012 and 2013: Pension benefits and SIP Investments: Assets category Domestic subsidiaries March 31, 2011 Realized gains (losses) Unrealized gains (losses) Purchase, sales and settlements Transfer into Level 3 Transfer out of Level 3 March 31, 2012 (in millions) Other debt securities . . . . . . . . . . . . . . . . . . . . ¥ 6,356 ¥ 45 Non-Japanese marketable equity securities . . — Japanese pooled funds: 93 ¥ 298 (6) ¥ (637) ¥ 108 ¥ (175) ¥ 5,995 87 — — — Non-Japanese debt securities . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total pooled funds . . . . . . . . . . . . . . . . . 6,313 2,501 8,814 Other investment funds . . . . . . . . . . . . . . . . . . 37,694 Other investments . . . . . . . . . . . . . . . . . . . . . . — 12 — 12 1 7 444 — 444 917 (962) — (962) 2,073 (1) (72) — — — 412 66 — 5,807 — 2,501 — 8,308 — 41,097 — — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥52,957 ¥ 65 ¥1,652 ¥ 402 ¥ 586 ¥ (175) ¥55,487 Assets category Foreign offices and subsidiaries March 31, 2011 Realized gains (losses) Unrealized gains (losses) Purchase, sales and settlements Transfer into Level 3 Transfer out of Level 3 March 31, 2012 (in millions) Other investment funds . . . . . . . . . . . . . . . . . . ¥ 9,982 ¥ — ¥ 577 (35) Other investments . . . . . . . . . . . . . . . . . . . . . . 356 — ¥ 1,723 ¥ — ¥ — ¥12,282 344 — 23 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥10,338 ¥ — ¥ 542 ¥ 1,746 ¥ — ¥ — ¥12,626 Assets category Domestic subsidiaries March 31, 2012 Realized gains (losses) Unrealized gains (losses) Purchase, sales and settlements Transfer into Level 3 Transfer out of Level 3 March 31, 2013 Other debt securities . . . . . . . . . . . . . . . . . . . . ¥ 5,995 ¥ 18 Non-Japanese marketable equity securities . . 30 Japanese pooled funds: 87 (in millions) ¥ 409 — ¥ (248) ¥ — ¥ (117) — (40) ¥ 6,134 — — Non-Japanese debt securities . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total pooled funds . . . . . . . . . . . . . . . . . 5,807 2,501 8,308 — 1,042 — — — 1,042 (3) — (3) — — (2,501) — 6,846 — — (2,501) 6,846 Other investment funds . . . . . . . . . . . . . . . . . . 41,097 (389) 3,997 (4,503) 8,429 — 48,631 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥55,487 ¥(341) ¥5,448 ¥(4,871) ¥8,429 ¥(2,541) ¥61,611 F-81 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Assets category Foreign offices and subsidiaries March 31, 2012 Realized gains (losses) Unrealized gains (losses) Purchase, sales and settlements Transfer into Level 3 Transfer out of Level 3 March 31, 2013 Other investment funds . . . . . . . . . . . . . . . . . . ¥12,282 ¥ — ¥1,075 — 1,208 Other investments . . . . . . . . . . . . . . . . . . . . . . 344 (in millions) ¥1,129 431 ¥ — ¥ — ¥14,486 — 1,983 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥12,626 ¥ — ¥2,283 ¥1,560 ¥ — ¥ — ¥16,469 Defined Contribution Plans The MUFG Group maintains several qualified defined contribution plans in its domestic and foreign offices and subsidiaries, all of which are administered in accordance with applicable local laws and regulations. Each office and subsidiary matches eligible employee contributions up to a certain percentage of benefits-eligible compensation per pay period, subject to plan and legal limits. Terms of the plan, including matching percentage and vesting periods, are individually determined by each office and subsidiary. The cost of these defined contribution plans charged to operations for the fiscal years ended March 31, 2011, 2012 and 2013 were ¥5,525 million, ¥5,775 million and ¥6,396 million, respectively. 14. OTHER ASSETS AND LIABILITIES Major components of other assets and liabilities at March 31, 2012 and 2013 were as follows: 2012 2013 (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 (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid benefit cost (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash collateral paid (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,028,601 829,548 1,130,640 ¥1,217,164 956,000 1,273,847 204,956 65,590 1,334,968 1,735,535 — 117,873 1,573,698 1,647,213 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,329,838 ¥6,785,795 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 (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guarantees and indemnifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash collateral received (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,897,972 1,064,692 41,013 60,481 141,904 48,092 272,806 2,025,671 ¥1,047,514 1,053,294 127,218 55,915 96,844 50,433 366,544 2,250,927 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥5,552,631 ¥5,048,689 F-82 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Investments in equity method investees include marketable equity securities carried at ¥625,800 million and ¥788,250 million at March 31, 2012 and 2013, respectively. Corresponding aggregated market values were ¥945,983 million and ¥1,203,241 million, respectively. Investments in equity method investees also include investments in MSMS at ¥171,690 million and ¥174,935 million, and in Morgan Stanley at ¥497,363 million and ¥664,031 million at March 31, 2012 and 2013, respectively. As of March 31, 2013, the MUFG Group held approximately 22.04% of Morgan Stanley’s common stock. 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 recognized other-than-temporary declines in the value of an investment and recorded impairment losses related to certain affiliated companies of ¥46,804 million, ¥580,474 million and ¥14,635 million for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. The impairment losses are included in Equity in earnings (losses) of equity method investees—net in the accompanying consolidated statements of income. See Note 2 for further details of the impairment losses recorded on investments in Morgan Stanley for the fiscal year ended March 31, 2012. Summarized Financial Information of the MUFG Group’s equity method investees Summarized financial information of Morgan Stanley, the largest portion of the MUFG Group’s equity method investees, as of March 31, 2012 and 2013, and for each of the three years in the period ended March 31, 2013 is as follows: 2012 2013 (in billions) Trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . . . . . . . Securities borrowed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities sold under agreements to repurchase and Securities loaned . . . . . . . . . . . . . . . . . . Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonredeemable noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥22,884 11,215 11,639 64,193 10,765 8,821 14,525 58,391 680 ¥25,134 13,206 12,765 75,370 12,459 15,012 15,532 68,740 317 Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . Net income applicable to Morgan Stanley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,561 2,164 397 335 (in billions) ¥2,517 2,084 433 244 ¥2,271 2,105 166 100 2011 2012 2013 Summarized financial information of the MUFG Group’s equity method investees, other than Morgan Stanley as of March 31, 2012 and 2013, and for each of the three years in the period ended March 31, 2013 is as follows: Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-83 2012 2013 (in billions) ¥11,214 17,657 6,830 13,973 140 ¥ 7,673 12,906 2,729 9,455 181 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) before income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 2012 2013 (in billions) ¥475 98 377 51 128 75 ¥ 538 109 429 126 (83) (118) ¥444 92 352 55 163 124 15. PREFERRED STOCK Pursuant to the Articles of Incorporation, MUFG had been authorized to issue 120,000,000 shares of Class 3 Preferred Stock, 400,000,000 shares of Class 5 Preferred Stock, 200,000,000 shares of Class 6 Preferred Stock, 200,000,000 shares of Class 7 Preferred Stock and 1,000 shares of Class 11 Preferred Stock without par value as of March 31, 2013. All classes of preferred stock are non-voting and have preference over 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 5 and 11 Preferred Stock have the right to receive a liquidation distribution at ¥2,500 and ¥1,000 per share, respectively, and do not have the right to participate in any further liquidation distributions. The number of shares of preferred stock issued and outstanding at March 31, 2011, 2012 and 2013 was as follows: Preferred stock: Outstanding at March 31, 2011 Net change Outstanding at March 31, 2012 Net change Outstanding at March 31, 2013 (number of shares) Class 5 . . . . . . . . . . . . . . . . . . . . . . . . Class 11 . . . . . . . . . . . . . . . . . . . . . . . 156,000,000 1,000 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156,001,000 — — — 156,000,000 1,000 156,001,000 — — — 156,000,000 1,000 156,001,000 None of the Class 6 and 7 Preferred Stock has been issued. The aggregate liquidation preference of preferred stock issued and outstanding at March 31, 2011, 2012 and 2013 was as follows: Aggregate amount at March 31, 2011 Net change Aggregate amount at March 31, 2012 Net change Aggregate amount at March 31, 2013 Preferred stock: Class 5 . . . . . . . . . . . . Class 11 . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . ¥390,000 1 ¥390,001 ¥— — ¥— (in millions) ¥390,000 1 ¥390,001 ¥— — ¥— ¥390,000 1 ¥390,001 Preferred stock included in Capital stock on the accompanying consolidated balance sheets at March 31, 2011, 2012 and 2013 was ¥442,100 million, which consisted of ¥122,100 million of Class 1, ¥125,000 million of Class 3 and ¥195,000 million of Class 5 Preferred Stock. F-84 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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 at the time of incorporation or share issuance under the Company Law. Proceeds in excess of amounts designated as capital stock are designated as capital surplus. However, these provisions are not applied in a company reorganization, such as a merger, company split and share exchange. Preferred Stock Classes 8 through 12 were issued in exchange for UFJ Holdings’ preferred stock and recorded in Capital surplus. Preferred Stock Outstanding as of March 31, 2013 Class 5 Preferred Stock Class 5 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 per share), and redemption terms, including a redemption price. Class 5 Preferred Stock was issued by means of a third-party allocation to Nippon Life Insurance Company, Meiji Yasuda Life Insurance Company, TAIYO LIFE INSURANCE COMPANY, DAIDO LIFE INSURANCE COMPANY, Tokio Marine & Nichido Fire Insurance Co., Ltd., NIPPONKOA Insurance Company, Limited and Aioi Nissay Dowa Insurance Company, Limited. 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 ¥115 per share annually, except as of March 31, 2009. Preferred dividends were ¥43 per share as of March 31, 2009. Class 11 Preferred Stock Class 11 preferred stockholders are entitled to receive annual non-cumulative dividends of ¥5.30 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 establishment of MUFG to July 31, 2014, except during certain excluded periods, at an initial conversion price of ¥918.70 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, if the average market price was less than the conversion price prior to the reset but not less than ¥918.70 per share. The acquisition price and the acquisition floor price of Class 11 Preferred Stock were adjusted as ¥889.60 per share on December 15, 2008, ¥888.40 per share on January 14, 2009, ¥867.60 per share on December 21, 2009, and ¥865.90 per share on December 25, 2009, in accordance with the provisions relating to the adjustment of the acquisition price set forth in the terms and conditions of Class 11 Preferred Stock. 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 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 ¥802.60. F-85 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 16. COMMON STOCK AND CAPITAL SURPLUS The changes in the number of issued shares of common stock during the fiscal years ended March 31, 2011, 2012 and 2013 were as follows: Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . Issuance of new shares of common stock by way of 2011 2012 2013 14,148,414,920 (shares) 14,150,894,620 14,154,534,220 exercise of the stock acquisition rights . . . . . . . . . . . . . . 2,479,700 3,639,600 4,051,500 Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . 14,150,894,620 14,154,534,220 14,158,585,720 Under 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 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 Company Law. Also, prior to April 1, 1991, Japanese companies were permitted to issue free share distributions. BTMU and MUTB from time to time made free share distributions. These free distributions usually ranged 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, 2013, would have increased capital accounts by ¥1,910,106 million with a corresponding decrease in unappropriated retained earnings. 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. The Company Law limits the increase of paid in capital in case disposition of treasury stock and issuance of common stock are performed at the same time. As for Capital surplus, the fee retained by MUFG’s subsidiary as underwriting compensation, net of stock issue expense, was included in the total Capital surplus balance. Treasury Stock The Company Law permits 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 their treasury stock indefinitely regardless of purpose. However, the Company Law requires the amount of treasury stock purchased should 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. Parent Company Shares Held by Subsidiaries and Affiliated Companies At March 31, 2013, certain subsidiaries and affiliated companies owned shares of common stock of MUFG. Such shares are included in treasury stock in the accompanying consolidated balance sheets and deducted from the MUFG’s shareholders’ equity. F-86 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 17. RETAINED EARNINGS, LEGAL RESERVE AND DIVIDENDS In addition to 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 Company Law The Company Law provides 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 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 Company Law. Under the Banking Law The Banking Law provides 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 year 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 Company Law. Transfer of Legal Reserve Under the Company Law Under the Company Law, 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 Company Law. 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 Company Law and Banking Law at the company’s discretion. Under the Banking Law Under the Banking Law, 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 Company Law. Unappropriated Retained Earnings and Dividends In addition to the provision that requires an appropriation for legal reserve as described above, the Company Law and the Banking Law impose certain limitations on the amount available for dividends. Under 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 F-87 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (“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 Company Law. 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 capital requirements. MUFG 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, 2013, was ¥4,377,224 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 Company Law and the Banking Law. In the accompanying consolidated statements of 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. 18. NONCONTROLLING INTERESTS Deconsolidation of Subsidiaries The gains and losses due to deconsolidation of subsidiaries were recognized under “Other non-interest income” and “Other non-interest expenses,” respectively, in the accompanying consolidated statements of income. The amounts of net losses were ¥10,323 million, ¥9,492 million and ¥17,585 million for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. F-88 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Changes in MUFG’s Ownership Interests in Subsidiaries The following table presents the effect on the MUFG’s shareholders’ equity from changes in ownership of subsidiaries resulting from transactions with the noncontrolling interest shareholders during the fiscal years ended March 31, 2011, 2012 and 2013: Net income attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . Transactions between Mitsubishi UFJ Financial Group and the noncontrolling interest shareholders: Change in ownership interest in Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. in connection with the securities joint venture (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of new shares of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of shares of Mitsubishi UFJ Merrill Lynch PB Securities Co., . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ltd. from noncontrolling interest shareholders (Note 2) 2011 2012 2013 ¥452,645 (in millions) ¥416,231 ¥1,069,124 20,550 — — (20,000) — 3,859 — 759 — — (30,655) (412) (31,067) Net transfers from (to) the noncontrolling interest shareholders . . . . . . . . . . 24,409 (19,241) Change from net income attributable to Mitsubishi UFJ Financial Group and transactions between Mitsubishi UFJ Financial Group and the noncontrolling interest shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥477,054 ¥396,990 ¥1,038,057 19. REGULATORY CAPITAL REQUIREMENTS Japan MUFG, BTMU, MUTB and MUSHD 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 Financial Services Agency of Japan (“FSA”) in accordance with the provisions of the Banking Law and related regulations. A banking institution is subject to the minimum capital 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 their 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 conducted by their foreign offices. Under the capital adequacy guidelines applicable to a Japanese banking institution with international operations conducted by its foreign offices, from March 31, 2013 until March 30, 2014, the required minimum capital ratio is 3.5% for Common Equity Tier 1, 4.5% for Tier 1, and 8.0% for total capital, and the requirement will be raised progressively over time. F-89 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Basel Committee on Banking Supervision of the Bank for International Settlements (“BIS”) sets capital adequacy standards for all internationally active banks to ensure minimum level of capitals. The Basel Committee revised the 1988 Accord (“Basel I”) in June 2004 and released “International Convergence of Capital Measurement and Capital Standards: A Revised Framework” (“Basel II”). In addition, the Group of Central Bank Governors and Heads of Supervision reached an agreement on the new global regulatory framework, which has been referred to as “Basel III,” in July and September 2010. In December 2010, the Basel Committee agreed on the details of the Basel III rules. Effective as of March 31, 2013, Basel III was adopted by the FSA with transitional measures for Japanese banking institutions with international operations conducted by their foreign offices. MUFG calculated capital ratios as of March 31, 2012 in accordance with Basel II and as of March 31, 2013 in accordance with Basel III. Capital Ratios as of March 31, 2012 Basel II is based on “three pillars”: (1) minimum capital requirements, (2) the self-regulation of financial institutions based on supervisory review process, and (3) market discipline through the disclosure of information. The framework of the 1988 Accord, Basel I is improved and expanded to be included in “minimum capital requirements” as the first pillar of Basel II. As for the denominator of the capital ratio, retaining the Basel I Framework, Basel II provides more risk- sensitive approaches and a range of options for determining the risk-weighted assets. “Credit Risk” The revised Framework provides options for determining the risk-weighted assets for credit risk to allow banks to select approaches that are most appropriate for their level of risk assessment while the Basel I Framework provided a sole measurement approach. Banks choose one of three approaches: “Standardized Approach,” “Foundation Internal Ratings-Based Approach (“FIRB”)” or “Advanced Internal Ratings-Based Approach (“AIRB”).” “Market Risk” In the “Amendment to the Capital Accord to incorporate market risks” of the year 1996, a choice between two methodologies “the Standardized Measurement Method” and “Internal Models Approach” is permitted. “Combination of Internal Models Approach and the Standardized Measurement Method” is also allowed under certain conditions. This is unchanged in Basel II. “Operational Risk” Operational risk, which is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events, is newly added in Basel II. Basel II presents three methods for calculating operational risk capital charges: (i) the Basic Indicator Approach; (ii) the Standardized Approach; or (iii) Advanced Measurement Approaches (“AMA”). Banks adopt one of the three approaches to determine the risk-weighted assets for operational risk. Banks need to obtain approval from their supervisors prior to adopting the following approaches to calculate capital requirements for each risk: ‰ ‰ ‰ the Internal Ratings-Based (“IRB”) Approach for credit risk the Internal Models Approach for market risk the Standardized Approach and AMA for operational risk F-90 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) On the other hand, as for the numerator of the capital ratio, Basel II takes over in principle the eligible regulatory capital stipulated in Basel I. Capital is classified into three tiers under Basel II, referred to as Tier I, Tier II and Tier III capital and deductions from capital. Tier I capital generally consists of equity items, including common stock, preferred stock, capital surplus, noncontrolling interests and retained earnings, less any recorded goodwill and other items such as treasury stock. Tier II capital 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 debt with an original maturity of over five years subject to some limitations, up to 50% of Tier I capital. Preferred stock is includable in Tier I capital unless the preferred stock has a fixed maturity, in which case, such preferred stock will be a component 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 a bank’s capital base must be maintained in the form of Tier I capital. Deductions include a banks’ holdings of capital issued by other banks, or deposit-taking institutions and investments in subsidiaries engaged in banking and financial activities which are not consolidated in accordance with Japanese GAAP. Due to a change in credit risk measurement by adopting Basel II, general provisions for credit losses can be included in Tier II capital according to the proportion of credit risk-weighted assets subject to the Standardized Approach only. Under the IRB approach, the capital is adjusted by the amount of the difference between total eligible provisions and total expected losses calculated within the IRB approach. Under certain conditions, banks are also required to deduct from regulatory capital securitization exposure, any increase in equity capital resulting from a securitization transaction and expected losses on equity exposures under the Probability of Default/Loss Given Default approach. If a banking institution is not engaged in international operations conducted by foreign offices, it is subject to another 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. 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. In Basel II, MUFG and most of its major subsidiaries adopt AIRB to calculate capital requirements for credit risk. As of March 31, 2012, MUFG and most of its major subsidiaries adopted the AMA to calculate F-91 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) capital requirements for operational risk while MUFG and most of its major subsidiaries had adopted the Standardized Approach as of March 31, 2011. As for market risk, MUFG and most of its major subsidiaries adopt the Internal Models Approach mainly to calculate general market risk and adopt the Standardized Measurement Method to calculate specific risk. Capital Ratios as of March 31, 2013 Under Basel III, there are three primary regulatory capital ratios used to assess capital adequacy, Common Equity Tier 1, Tier 1 and Total capital ratios, which are determined by dividing applicable capital components by risk-weighted assets. Tier 1 capital is redefined, and consists of Common Equity Tier 1 capital and Additional Tier 1 capital. Common Equity Tier 1 capital is a new category of capital primarily consisting of common stocks, capital surplus, retained earnings, and other comprehensive income. Regulatory adjustments including certain intangible fixed assets, such as goodwill, and defined-benefit pension fund assets will be deducted from Common Equity Tier 1. The amount of adjustments to be deducted will increase progressively over time. Additional Tier 1 capital generally consists of Basel III compliant preferred securities, other capital that meets Tier I requirements under Basel II standards, and net of regulatory adjustments. Subject to transitional measures, items including intangible fixed assets, such as goodwill, and foreign currency translation adjustments are deducted from Additional Tier 1 capital with the deduction amounts progressively decreasing over time. Tier 2 capital generally consists of Basel III compliant deferred obligations, such as subordinated debts, capital that meet Tier II requirements under Basel II standards, certain allowances for credit losses and non-controlling interests in subsidiaries’ Tier 2 instruments. Subject to transitional measures, certain items including 45% of unrealized profit on securities available for sale and revaluation of land are deducted from Tier 2 capital with the deduction amounts progressively decreasing over time. Total capital is defined as the sum of Tier 1 and Tier 2 capital. Under Basel III, as adopted by the FSA, MUFG’s risk-weighted assets increased, largely reflecting the new capital charge of the credit valuation adjustment (CVA), the credit risk related to asset value correlation multiplier for large financial institutions, and the 250% risk-weighted threshold items not deducted from Common Equity Tier 1 capital, as well as the conversion of certain Basel II capital deductions to risk-weighted assets, such as securitizations and significant investments in commercial entities. Basel III will be adopted in accordance with transition arrangements. Examples of these transition arrangements include initially lower capital adequacy ratios that will increase progressively up to the Basel III adequacy levels as issued by the Basel Committee on Banking Supervision of the Bank for International Settlements. In addition, individual elements of capital will be phased out progressively over the same period of time to arrive at a capital base that is consistent with that defined by the Basel Committee on Banking Supervision in Basel III. F-92 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. Effective as of March 31, 2013, regulatory capital requirements are based on the Basel III methodology, as adopted by the FSA, while requirements as of March 31, 2012 were determined on Basel II, as adopted by the FSA. Actual For capital adequacy purposes Amount Ratio Amount Ratio (in millions, except percentages) Consolidated: At March 31, 2012 (in accordance with Basel II): Total capital (to risk-weighted assets): MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥12,742,525 11,716,158 1,869,189 14.91% ¥6,836,528 5,759,478 16.27 949,729 15.74 8.00% 8.00 8.00 Tier I capital (to risk-weighted assets): MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,522,282 8,473,187 1,470,672 12.31 11.76 12.38 3,418,264 2,879,739 474,864 4.00 4.00 4.00 At March 31, 2013 (in accordance with Basel III): Total capital (to risk-weighted assets): MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥14,673,951 12,034,152 2,035,576 16.68% ¥7,037,491 5,497,550 17.51 914,984 17.79 8.00% 8.00 8.00 Tier1 capital (to risk-weighted assets): MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common Equity Tier1 capital (to risk-weighted assets): MUFG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,214,815 9,015,774 1,575,140 10,300,558 8,052,750 1,500,578 12.74 13.11 13.77 11.70 11.71 13.12 3,958,589 3,092,372 514,678 3,078,902 2,405,178 400,305 4.50 4.50 4.50 3.50 3.50 3.50 Stand-alone: At March 31, 2012 (in accordance with Basel II): Total capital (to risk-weighted assets): BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥11,514,330 1,899,969 17.41% ¥5,290,104 963,872 15.76 8.00% 8.00 Tier I capital (to risk-weighted assets): BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,333,966 1,410,875 12.60 11.71 2,645,052 481,936 4.00 4.00 At March 31, 2013 (in accordance with Basel III): Total capital (to risk-weighted assets): BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥11,501,001 2,039,037 18.52% ¥4,966,322 908,852 17.94 8.00% 8.00 Tier1 capital (to risk-weighted assets): BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,685,464 1,502,425 13.99 13.22 2,793,556 511,229 Common Equity Tier1 capital (to risk-weighted assets): BTMU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MUTB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,301,380 1,419,797 11.76 12.49 2,172,766 397,623 4.50 4.50 3.50 3.50 MUMSS 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 Financial Instruments and Exchange Law and related ordinance require financial instruments 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 F-93 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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 trigger mandatory regulatory actions. A capital ratio of less than 140% will call for regulatory reporting and a capital ratio of less than 100% may lead to a suspension of all or part of the business for a period of time and cancellation of a registration. At March 31, 2012 and 2013, MUMSS’s capital accounts less certain fixed assets of ¥387,677 million and ¥388,163 million, were 328.6% and 315.8% of the total amounts equivalent to market, counterparty credit and operations risks, respectively. Management believes, as of March 31, 2013, 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, 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 Union Bank must meet specific capital guidelines that involve quantitative measures of UNBC’s and Union Bank’s assets, liabilities, and certain off- balance sheet items as calculated under U.S. regulatory accounting practices. UNBC’s and Union Bank’s capital amounts and Union Bank’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 Union Bank to maintain minimum 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). The figures on the tables below are calculated according to Basel I as UNBC and Union Bank do not meet the criteria in the new U.S. rules which would make adoption of the new Basel II rules mandatory. UNBC’s and the Union Bank’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, 2011: Total capital (to risk-weighted assets) . . . . . . . . . . . . . . . . . . . . . . . Tier I capital (to risk-weighted assets) . . . . . . . . . . . . . . . . . . . . . . Tier I capital (to quarterly average assets)(1) . . . . . . . . . . . . . . . . . . $11,142 9,641 9,641 15.98% $5,579 2,790 13.82 3,372 11.44 At December 31, 2012: Total capital (to risk-weighted assets) . . . . . . . . . . . . . . . . . . . . . . . Tier I capital (to risk-weighted assets) . . . . . . . . . . . . . . . . . . . . . . Tier I capital (to quarterly average assets)(1) . . . . . . . . . . . . . . . . . . $11,048 9,864 9,864 13.93% $6,346 3,173 12.44 3,531 11.18 8.00% 4.00 4.00 8.00% 4.00 4.00 F-94 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) Union Bank: At December 31, 2011: Total capital (to risk-weighted assets) . . . . . . . . Tier I capital (to risk-weighted assets) . . . . . . . . Tier I capital (to quarterly average assets)(1) . . . . $10,004 8,588 8,588 14.43% $5,546 2,773 12.39 3,352 10.25 8.00% $6,933 4,160 4.00 4,190 4.00 10.00% 6.00 5.00 At December 31, 2012: Total capital (to risk-weighted assets) . . . . . . . . Tier I capital (to risk-weighted assets) . . . . . . . . Tier I capital (to quarterly average assets)(1) . . . . $10,362 9,192 9,162 13.17% $6,294 3,147 11.68 3,498 10.51 8.00% $7,867 4,720 4.00 4,373 4.00 10.00% 6.00 5.00 Note: (1) Excludes certain intangible assets. Management believes, as of December 31, 2012, that UNBC and Union Bank met all capital adequacy requirements to which they are subject. As of December 31, 2011 and 2012, the notification from the U.S. Office of the Comptroller of the Currency (“OCC”) categorized Union Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” Union Bank must maintain a minimum total risk-based capital ratio of 10%, a Tier I risk-based capital ratio of 6%, and a Tier I leverage ratio of 5% as set forth in the table. There are no conditions or events since that notification that management believes have changed Union Bank’s category. F-95 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 20. EARNINGS PER COMMON SHARE APPLICABLE TO COMMON SHAREHOLDERS OF MUFG Reconciliations of net income and weighted average number of common shares outstanding used for the computation of basic EPS to the adjusted amounts for the computation of diluted EPS for the fiscal years ended March 31, 2011, 2012 and 2013 are as follows: Income (Numerator): Net income attributable to Mitsubishi UFJ Financial Group . . . . . . . Income allocable to preferred shareholders: 2011 2012 2013 (in millions) ¥ 452,645 ¥ 416,231 ¥ 1,069,124 Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,940) (17,940) (17,940) Net income available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431,705 398,291 1,051,184 Effect of dilutive instruments: Stock options and restricted stock units—Morgan Stanley . . . . Convertible preferred stock—Mitsubishi UFJ Merrill Lynch — — (336) PB Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,232) (589) — Net income available to common shareholders of Mitsubishi UFJ Financial Group and assumed conversions . . . . . . . . . . . . . . . . . . . ¥ 430,473 ¥ 397,702 ¥ 1,050,848 Shares (Denominator): Weighted average common shares outstanding . . . . . . . . . . . . . . . . . Effect of dilutive instruments: 2011 2012 2013 (thousands of shares) 14,131,567 14,140,136 14,148,060 Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 13,169 1 16,683 1 21,019 Weighted average common shares for diluted computation . . . . . . . . 14,144,737 14,156,820 14,169,080 2011 2012 (in yen) 2013 Earnings per common share applicable to common shareholders of Mitsubishi UFJ Financial Group: Basic earnings per common share: Net income available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 30.55 ¥ 28.17 ¥ 74.30 Diluted earnings per common share: Net income available to common shareholders of Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 30.43 ¥ 28.09 ¥ 74.16 For the fiscal year ended March 31, 2012, stock options and restricted stock units issued by Morgan Stanley could potentially dilute earnings per common share but were not included in the computation of diluted earnings per common share as they were antidilutive. All outstanding convertible preferred stock issued by Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. were acquired by MUSHD and BTMU in December 2012 and converted into common stock. F-96 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) In computing the number of the potentially dilutive common shares for the fiscal years ended March 31, 2011, 2012 and 2013, Class 11 Preferred Stock has been based on the conversion price of ¥865.9 at March 31, 2011, 2012 and 2013. 21. 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. Market risk is the possibility that future changes in market indices make the financial instruments less valuable. The MUFG Group is a party to derivative financial instruments, including swaps, forwards, options and other types of derivatives, dealing primarily with market risk associated with interest rates, foreign currencies, equity and commodity prices, and credit risk associated with counterparty’s nonperformance of transactions. 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 guarantees 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 customer accommodation activities. As part of its trading activities, the MUFG Group offers a variety of derivative financial 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 the MUFG Group’s risk management activities, 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. The MUFG Group uses certain derivative financial instruments in order to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility. For example, an increase or a decrease of interest income and interest expense on hedged variable rate assets and liabilities as a result of interest rate fluctuations are expected to substantially offset the variability in earnings by gains and losses on the derivative instruments that are linked to these hedged assets and liabilities. The MUFG Group enters into interest rate swaps and other contracts primarily to manage the interest rate volatility of its loans, investment securities and deposit 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-97 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Derivatives Designated as Hedges The MUFG Group adopts hedging strategies and applies hedge accounting to certain derivative transactions entered by UNBC whose fiscal periods end on December 31. Cash Flow Hedges Hedging Strategies for Variable Rate Loans, Borrowings and Certificates of Deposit (“CDs”) and Other Time Deposits UNBC engages in several types of cash flow hedging strategies related to forecasted future interest payments, with the hedged risk being the changes in cash flows attributable to changes in the designated benchmark rate (i.e., U.S. dollar LIBOR). In these strategies, the hedging instruments are matched with groups of similar variable rate instruments such that the reset tenor of the variable rate instruments and that of the hedging instrument are identical at inception. Cash flow hedging instruments currently being utilized include purchased caps and interest rate swaps. At December 31, 2012, the weighted average remaining life of the currently active cash flow hedges was approximately 1.2 years. UNBC used purchased interest rate caps with a notional amount of ¥51.9 billion at December 31, 2012 to hedge the risk of changes in cash flows attributable to changes in the designated benchmark interest rate on LIBOR indexed borrowings. Payments received under the cap contract offset the increase in borrowing interest expense if the relevant LIBOR index rises above the cap’s strike rate. UNBC used purchased interest rate caps with a notional amount of ¥216.5 billion at December 31, 2012 to hedge the risk of changes in cash flows attributable to changes in the designated benchmark interest rate component of forecasted issuances of short-term, fixed rate certificates of deposit. Net payments to be received under the cap contract offset increases in interest expense if the relevant LIBOR index rises above the cap’s strike rate. UNBC used interest rate swaps with a notional amount of ¥458.9 billion at December 31, 2012 to hedge the risk of changes in cash flows attributable to changes in the designated benchmark interest rate on LIBOR indexed loans. Payments received (or paid) under the swap contract offset fluctuations in interest income on loans caused by changes in the relevant LIBOR index. Hedging transactions are structured at inception so that the notional amounts of the hedging instruments are matched to an equal principal amount of loans, CDs, or borrowings, the index and repricing frequencies of the hedging instruments match those of the loans, CDs, or borrowings and the period in which the designated hedged cash flows occurs is equal to the term of the hedge instruments. As such, most of the ineffectiveness in the hedging relationship results from the mismatch between the timing of reset dates on the hedging instruments versus those of the loans, CDs, or borrowings. For cash flow hedges, the effective portion of the gain or loss on the hedging instruments is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged cash flows are recognized in net interest income. Gains and losses representing hedge ineffectiveness are recognized in earnings in the period in which they arise. At December 31, 2012, UNBC expects to reclassify approximately ¥1.8 billion of income from accumulated other comprehensive income to net interest income during the twelve months ending December 31, 2013. This amount could differ from amounts actually realized due to changes in interest rates and the addition of other hedges subsequent to December 30, 2012. F-98 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Notional Amounts of Derivative Contracts The following table summarizes the notional amounts of derivative contracts at March 31, 2012 and 2013: Notional amounts(1) 2012 2013 (in trillions) Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 933.5 128.0 2.4 1.8 6.5 1.2 ¥ 956.6 155.2 3.0 2.2 6.6 1.9 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,073.4 ¥1,125.5 Note: (1) Includes both written and purchased position. Impact of Derivatives on the Consolidated Balance Sheets The following table summarizes fair value information on derivative instruments that are recorded on the MUFG Group’s consolidated balance sheets at March 31, 2012 and 2013: Fair value of derivative instruments March 31, 2012(1)(5) March 31, 2013(1)(5) Not designated as hedges(2) Designated as hedges(3) Total derivatives(4) Not designated as hedges(2) Designated as hedges(3) Total derivatives(4) (in billions) Derivative assets: Interest rate contracts . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . ¥ 9,064 2,259 58 122 55 Total derivative assets . . . . . . . . . . . . ¥11,558 Derivative liabilities: Interest rate contracts . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . Others(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 9,062 2,458 124 99 50 (83) ¥ ¥ ¥ Total derivative liabilities . . . . . . . . . ¥11,710 ¥ ¥ — ¥ 9,064 2,259 — 58 — 122 — 55 — ¥11,214 3,193 104 73 62 — ¥11,558 ¥14,646 ¥ 2 — — — — 2 ¥11,216 3,193 104 73 62 ¥14,648 1 — — — — — 1 ¥ 9,063 2,458 124 99 50 (83) ¥11,205 3,429 131 64 62 (24) ¥ — ¥11,205 3,429 131 64 62 (24) — — — — — ¥11,711 ¥14,867 ¥ — ¥14,867 Notes: (1) The fair value of derivative instruments is presented on a gross basis even when derivative instruments are subject to master netting agreements. Cash collateral payable and receivable associated with derivative instruments are not added to or netted against the fair value amounts. (2) The derivative instruments which are not designated as a hedging instrument are held for trading and risk management purposes, and are presented in Trading account assets/liabilities except for (6). F-99 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (3) The MUFG Group adopts hedging strategies and applies hedge accounting to certain derivative transactions entered into by UNBC. The derivative instruments which are designated as hedging instruments are presented in Other assets or Other liabilities on the accompanying consolidated balance sheets. (4) This table does not include contracts with embedded derivatives for which the fair value option has been elected. (5) For more information about fair value measurement and assumptions used to measure the fair value of derivatives, see Note 29. (6) Others include bifurcated embedded derivatives carried at fair value, which are presented in Deposits and Long-term debt. Impact of Derivatives and Hedged Items on the Consolidated Statements of Income and on Accumulated OCI The following tables reflect more detailed information regarding the derivative-related impact on the accompanying consolidated statements of income by accounting designation for the fiscal years ended March 31, 2011, 2012 and 2013: Gains and losses for trading and risk management derivatives (not designated as hedging instruments) Fiscal year ended March 31, 2011: Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal year ended March 31, 2012: Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal year ended March 31, 2013: Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading and risk management derivatives gains and losses (Not designated as hedging instruments) Foreign exchange gains (losses)—net Trading account profits (losses)—net Total (in billions) ¥ (27) — 21 2 (6) 7 ¥ (27) 80 21 2 (6) 7 ¥ (3) ¥ 77 ¥ 160 — (47) (1) 2 (36) ¥ 78 ¥ 121 — (138) 4 (11) (59) ¥ (83) ¥ 160 (94) (47) (1) 2 (37) ¥ (17) ¥ 121 (92) (138) 4 (11) (61) ¥ (177) ¥ — 80 — — — — ¥ 80 ¥ — (94) — — — (1) ¥ (95) ¥ — (92) — — — (2) ¥ (94) F-100 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Gains and losses for derivatives designated as cash flow hedges Gains (losses) recognized in Accumulated OCI on derivative instruments (Effective portion) Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gains (losses) reclassified from Accumulated OCI into income (Effective portion) Interest rate contracts(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gains (losses) recognized in income on derivative instruments (Ineffective portion and amount excluded from effectiveness testing) Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ ¥ ¥ ¥ ¥ ¥ For the fiscal year ended March 31, 2011 2012 2013 (in billions) — ¥ — ¥ — ¥ — ¥ 6 6 ¥ ¥ (1) (1) ¥ ¥ 7 7 1 1 — ¥ — ¥ — ¥ — — ¥ — Note: (1) Included in Interest income. 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 accompanying consolidated balance sheets with the host contract. The MUFG Group accounts for credit-linked notes as host contracts with embedded derivatives and measures the entire contracts at fair value. F-101 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Credit Derivatives The MUFG Group enters into credit derivatives to manage credit risk exposures, to facilitate client transactions, and for proprietary trading purpose, under which they provide counterparty protection against the risk of default on a set of debt obligations issued by a specified reference entity or entities. Types of these credit derivatives include primarily single name credit default swaps, index and basket credit default swaps and credit- linked notes. The MUFG Group will have to perform under a credit derivative if a credit event as defined under the contract occurs. Such credit events include bankruptcy, dissolution or insolvency of the referenced entity, default and restructuring of the obligations of the referenced entity. The MUFG Group’s counterparties are banks, broker-dealers, insurance and other financial institutions. The contractual or notional amounts of these credit derivatives represent the maximum potential amounts of future payments without consideration of possible recoveries under recourse provisions or from collateral held or pledged. The table below summarizes certain information regarding protection sold through credit default swaps and credit-linked notes as of March 31, 2012 and 2013: At March 31, 2012: Single name credit default swaps: Protection sold Maximum potential/Notional amount by expiration period 1 year or less 1-5 years Over 5 years (in millions) Total Fair value (Asset)/ Liability(1) Investment grade(2) . . . . . . . . . . . . . . . . . . . . . Non-investment grade . . . . . . . . . . . . . . . . . . . Not rated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥738,815 111,916 15,692 ¥1,496,719 122,896 10,390 ¥130,926 1,503 — ¥2,366,460 236,315 26,082 ¥ 2,389 4,205 (19) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 866,423 1,630,005 132,429 2,628,857 6,575 Index and basket credit default swaps held by BTMU: Investment grade(2) . . . . . . . . . . . . . . . . . . . . . Non-investment grade . . . . . . . . . . . . . . . . . . . Not rated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index and basket credit default swaps held by MUSHD: . . . . . . . . . . . . . . . . . . . . . Investment grade(2) Non-investment grade . . . . . . . . . . . . . . . . . . . Not rated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total index and basket credit default swaps 17,129 35,413 7,824 60,366 51,600 5,950 — 57,550 119,132 940 — 120,072 358,506 10,082 12,251 380,839 44,238 — — 44,238 4,000 — — 4,000 180,499 36,353 7,824 224,676 414,106 16,032 12,251 442,389 772 45 (68) 749 (4,025) (161) 838 (3,348) sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,916 500,911 48,238 667,065 (2,599) Total credit default swaps sold . . . . . . . . . . . . . . . . ¥984,339 ¥2,130,916 ¥180,667 ¥3,295,922 ¥ 3,976 Credit-linked notes(3) . . . . . . . . . . . . . . . . . . . . . . . . ¥ 15,000 ¥ 12,109 ¥ 13,997 ¥ 41,106 ¥(32,514) F-102 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) At March 31, 2013: Single name credit default swaps: Protection sold Maximum potential/Notional amount by expiration period 1 year or less 1-5 years Over 5 years (in millions) Total Fair value (Asset)/ Liability(1) . . . . . . . . . . . . . . . . . . . . . Investment grade(2) Non-investment grade . . . . . . . . . . . . . . . . . . . Not rated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥488,834 75,959 10,807 ¥1,775,720 164,215 4,024 ¥102,613 13,793 — ¥2,367,167 253,967 14,831 ¥ (8,863) 9,275 (73) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 575,600 1,943,959 116,406 2,635,965 339 Index and basket credit default swaps held by BTMU: Investment grade(2) . . . . . . . . . . . . . . . . . . . . . Non-investment grade . . . . . . . . . . . . . . . . . . . Not rated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index and basket credit default swaps held by MUSHD: 34,479 — — 34,479 47,599 940 — 116,173 — — 48,539 116,173 Investment grade(2) . . . . . . . . . . . . . . . . . . . . . Non-investment grade . . . . . . . . . . . . . . . . . . . Not rated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,680 7,203 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,883 367,814 2,284 24,708 394,806 9,000 — — 9,000 198,251 940 — 199,191 384,494 9,487 24,708 418,689 600 — — 600 (4,131) (153) 215 (4,069) Total index and basket credit default swaps sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,362 443,345 125,173 617,880 (3,469) Total credit default swaps sold . . . . . . . . . . . . . . . . ¥624,962 ¥2,387,304 ¥241,579 ¥3,253,845 ¥ (3,130) Credit-linked notes(3) . . . . . . . . . . . . . . . . . . . . . . . . ¥ 7,500 ¥ 1,505 ¥ 4,517 ¥ 13,522 ¥(12,741) Notes: (1) Fair value amounts are shown on a gross basis prior to cash collateral or counterparty netting. (2) The MUFG Group considers ratings of Baa3/BBB- or higher to meet the definition of investment grade. (3) Fair value amounts shown represent the fair value of the hybrid instruments. Single name credit default swaps—A credit default swap protects the buyer against the loss of principal on a bond or loan in case of a default by the issuer. The protection buyer pays a periodic premium over the life of the contracts and is protected for the period. As the seller of protection, the MUFG Group in turn will have to perform under a credit default swap if a credit event as defined under the contracts occurs. In order to provide an indication of the current payment/performance risk of the credit default swaps, the external credit ratings, primarily Moody’s and Standard & Poor’s (“S&P”) credit ratings, of the underlying reference entity of the credit default swaps are disclosed. Index and basket credit default swaps—Index and basket credit default swaps are credit default swaps that reference multiple names through underlying baskets or portfolios of single name credit default swaps. Typically, in the event of a default on one of the underlying names, the MUFG Group, as the seller of protection, will have to pay a pro rata portion of the total notional amount of the credit default index or basket contract. In order to provide an indication of the current payment/performance risk of these credit default swaps, BTMU and MUSHD rating scale based upon the entity’s internal ratings, which generally correspond to ratings defined by primarily Moody’s and S&P, of the underlying reference entities comprising the basket or index were calculated and disclosed. F-103 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Credit-linked notes (“CLNs”)—The MUFG Group has invested in CLNs, which are hybrid instruments containing embedded derivatives, in which credit protection has been sold to the issuers of the notes. If there is a credit event of a reference entity underlying the CLN, the principal balance of the note may not be repaid in full to the MUFG Group. As part of its financing activities, MUSHD and other securities subsidiaries in Japan and overseas issue CLNs. The MUFG Group may economically hedge its exposure to credit derivatives by entering into offsetting derivative contracts. The carrying value and notional amounts of credit protection sold in which the MUFG Group held purchased protection with identical underlying referenced entities were approximately ¥2 billion and ¥2,535 billion, respectively, at March 31, 2012, and approximately ¥3 billion and ¥2,779 billion, respectively, at March 31, 2013. Collateral is held by the MUFG Group in relation to these instruments. Collateral requirements are determined at the counterparty level and cover numerous transactions and products as opposed to individual contracts. Credit Risk, Liquidity Risk and Credit-risk-related Contingent Features Certain of the MUFG Group’s derivative instruments contain provisions that require the MUFG Group’s debt to maintain an investment grade credit rating from each of the major credit rating agencies. If the MUFG Group’s debt were to fall below investment grade, it would be in violation of these provisions, and the counterparties to the derivative instruments could request payments on early termination or demand immediate and ongoing full overnight collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position at March 31, 2012 and 2013 was approximately ¥3.6 trillion and ¥3.6 trillion, respectively, for which the MUFG Group has posted collateral of approximately ¥612 billion and ¥579 billion, respectively, in the normal course of business. The amount of additional collateral and early termination amount which could be requested if the MUFG Group’s debt falls below investment grade was ¥125 billion and ¥99 billion, respectively, as of March 31, 2012 and ¥116 billion and ¥23 billion, respectively, as of March 31, 2013. 22. 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 support and similar instruments, in order to meet the customers’ financial and business needs. The tables below present the contractual or notional amounts of such guarantees at March 31, 2012 and 2013. 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 F-104 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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 guarantees of ¥168.8 billion and ¥160.7 billion at March 31, 2012 and 2013, respectively, which are participated out to third parties. The contractual or notional amounts summarized in the following table do not necessarily bear any direct relationship to the future actual credit exposure, primarily because of those risk management techniques. At March 31, 2012: Maximum potential/ Contractual or Notional amount Standby letter of credit and financial guarantees . . . . . . . . . . . . Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative instruments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities of trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 3,502 2,089 155,720 5,250 96 ¥ Amount by expiration period 1 year or less 1-5 years Over 5 years (in billions) 1,897 ¥ 1,480 90,816 4,428 96 884 521 54,592 324 — ¥ 721 88 10,312 498 — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 166,657 ¥ 98,717 ¥ 56,321 ¥ 11,619 At March 31, 2013: Maximum potential/ Contractual or Notional amount Standby letter of credit and financial guarantees . . . . . . . . . . . . Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative instruments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities of trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 3,849 2,214 144,471 4,839 ¥ Amount by expiration period 1 year or less 1-5 years Over 5 years (in billions) 2,101 ¥ 1,509 99,846 3,969 1,094 627 35,784 300 ¥ 654 78 8,841 570 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 155,373 ¥ 107,425 ¥ 37,805 ¥ 10,143 Note: (1) Credit derivatives sold by the MUFG Group are excluded from this presentation. 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 event 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 the guidance on guarantees 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 the guidance F-105 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) on guarantees, the MUFG Group tracks 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 the guidance on guarantees, regardless of whether the counterparties have assets or liabilities related to the underlyings of the derivatives. However, credit derivatives sold by the MUFG Group at March 31, 2012 and 2013 are excluded from this presentation, as they are disclosed in Note 21. 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, unless there are the certain agreements with trust creditors that have provisions limiting the MUFG Group’s responsibility as a trustee to the trust account assets. A trust may incur external liabilities to 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 does not maintain sufficient liquidity available for such liabilities unless the agreement with trust creditors limits the trustee’s responsibility to the trust account assets. At March 31, 2012 and 2013, there were liabilities of ¥5,250 billion and ¥4,839 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 generally covered by the corresponding trust account assets; 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 security lending indemnifications. Security lending indemnifications are the indemnifications for institutional customers of securities lending transactions against counterparty default. All lending transactions are collateralized, primarily by cash. Carrying Amount At March 31, 2012 and 2013, the carrying amounts of the liabilities related to guarantees and similar instruments set forth above were ¥1,576,404 million and ¥1,695,799 million, respectively, which are included in Other liabilities and Trading account liabilities. The guarantees and similar instruments comprising the largest components of the total were options sold in the amount of ¥1,528,190 million and ¥1,645,258 million as of March 31, 2012 and 2013, respectively. Credit derivatives sold by the MUFG Group at March 31, 2012 and 2013 are excluded from this presentation, as they are disclosed in Note 21. In addition, Other liabilities also include an allowance for off-balance sheet instruments of ¥33,998 million and ¥27,721 million at March 31, 2012 and 2013, respectively, related to these transactions. Performance Risk The MUFG Group monitors performance risk of its guarantees using the same credit rating system utilized for estimating probabilities of default with its loan portfolio. The MUFG Group’s credit rating system is consistent with both the method of evaluating credit risk under Basel III and those of third-party credit rating agencies. On certain underlying referenced credits or entities, ratings are not available. Such referenced credits are included in the “Not rated” category in the following tables. F-106 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Presented in the tables below is the maximum potential amount of future payments classified based upon internal credit ratings as of March 31, 2012 and 2013. The determination of the maximum potential future payments is based on the notional amount of the guarantees without consideration of possible recoveries under recourse provisions or from collateral held or pledged. Such amounts bear no relationship to the anticipated losses, if any, on these guarantees. At March 31, 2012: Standby letters of credit and financial guarantees . . . . . . . Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At March 31, 2013: Standby letters of credit and financial guarantees . . . . . . . Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amount by borrower grade Likely to become Bankrupt or Legally/ Virtually Bankrupt(2) ¥12 1 ¥13 Normal ¥3,297 2,032 ¥5,329 Close Watch(1) (in billions) ¥185 42 ¥227 Amount by borrower grade Likely to become Bankrupt or Legally/ Virtually Bankrupt(2) ¥11 2 ¥13 Normal ¥3,540 2,152 ¥5,692 Close Watch(1) (in billions) ¥182 43 ¥225 Maximum potential/ Contractual or Notional amount ¥3,502 2,089 ¥5,591 Maximum potential/ Contractual or Notional amount ¥3,849 2,214 ¥6,063 Not rated ¥ 8 14 ¥ 22 Not rated ¥116 17 ¥133 Notes: (1) Borrowers classified as Close Watch represent those that require close monitoring as the borrower has begun to exhibit elements of potential concern with respect to its business performance and financial condition, the borrower has begun to exhibit elements of serious concern with respect to its business performance and financial condition, including business problems requiring long-term solutions, or the borrower’s loans are restructured loans or loans contractually past due 90 days or more for special reasons. (2) Borrowers classified as Likely to become Bankrupt or Legally/Virtually Bankrupt represent those that have a higher probability of default than those categorized as Close Watch due to serious debt repayment problems with poor progress in achieving restructuring plans, the borrower being considered virtually bankrupt with no prospects for an improvement in business operations, or the borrower being legally bankrupt with no prospects for continued business operations because of non-payment, suspension of business, voluntary liquidation or filing for legal liquidation. The guarantees the MUFG Group does not classify based upon internal credit ratings are as follows. The MUFG Group records all derivative contracts at fair value. Aggregate market risk limits have been established, and market risk measures are routinely monitored against these limits. The MUFG Group also manages its exposure to these derivative contracts through a variety of risk mitigation strategies, including, but not limited to, offsetting economic hedge positions. The MUFG Group expects the risk of loss to be remote and believes that the notional amounts of the derivative contracts generally exceed its exposure. 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. 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 generally covered by the corresponding trust account assets. F-107 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The MUFG Group conducts securities lending transactions for institutional customers as a fully disclosed agent. At times, securities lending indemnifications are issued to guarantee that a security lending customer will be made whole in the event the borrower does not return the security subject to the lending agreement and collateral held is insufficient to cover the market value of the security. All lending transactions are collateralized, primarily by cash. At March 31, 2013, the MUFG Group had no exposure that would require it to pay under this securities lending indemnification, since the collateral market value exceeds the securities lent. Other Off-balance Sheet Instruments In addition to obligations under guarantees and similar arrangements set forth above, the MUFG Group issues other off-balance sheet instruments to meet the financial needs of its customers and 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, 2013, approximately 72% of these commitments will expire within one year, 26% from one year to five years and 2% after five years. The table below presents the contractual amounts with regard to such instruments at March 31, 2012 and 2013: 2012 2013 (in billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments to extend credit Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments to make investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥62,754 682 117 16 ¥66,702 706 94 — 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. Commercial letters of credit, generally used for trade transactions, are typically secured by the 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 23. F-108 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 23. VARIABLE INTEREST ENTITIES In the normal course of business, the MUFG Group has financial interests and other contractual obligations in various entities which may be deemed to be VIEs such as asset-backed conduits, various investment funds, special purpose entities created for structured financing, repackaged instruments, entities created for the securitization of the MUFG Group’s assets, and trust arrangements. The following tables present the assets and liabilities of consolidated VIEs recorded on the accompanying consolidated balance sheets at March 31, 2012 and 2013: Consolidated VIEs Consolidated assets At March 31, 2012: Total Cash and due from banks Interest-earning deposits in other banks Trading account assets Investment securities Loans All other assets (in millions) Asset-backed conduits . . . . . . ¥ 5,408,549 ¥34,260 Investment funds . . . . . . . . . . 1,795,862 19,556 Special purpose entities created for structured financing . . . . . . . . . . . . . . Repackaged instruments . . . . Securitization of the MUFG 161,353 57,603 828 — Group’s assets . . . . . . . . . . Trust arrangements . . . . . . . . Others . . . . . . . . . . . . . . . . . . 2,131,526 971,787 124,807 — — 254 ¥ 46,684 56,359 ¥ 2,181 ¥435,800 ¥4,846,147 ¥ 43,477 172 181,678 11,550 1,526,547 1,755 — — 2,621 697 — 50,983 — 148,764 6,620 — 10,006 — — 64 — — 2,050,818 882,499 89,952 82,631 107 80,708 3,972 33,797 Total . . . . . . . . . . . . . . . . ¥10,651,487 ¥54,898 ¥108,116 ¥1,579,775 ¥530,088 ¥8,024,972 ¥353,638 Asset-backed conduits . . . . . . . . . . . . . . . . . . Investment funds . . . . . . . . . . . . . . . . . . . . . . Special purpose entities created for structured financing . . . . . . . . . . . . . . . . . . Repackaged instruments . . . . . . . . . . . . . . . . Securitization of the MUFG Group’s assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust arrangements . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated liabilities Total Deposits Other short-term borrowings Long-term debt All other liabilities ¥5,421,716 215,030 ¥ (in millions) — ¥4,741,258 1,580 — ¥ 222,635 12,989 ¥457,823 200,461 159,637 57,986 — — 2,133,087 970,437 124,239 — 965,003 — 10,635 — 26,200 — 89,390 147,868 56,929 2,105,666 — 34,661 1,134 1,057 1,221 5,434 188 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥9,082,132 ¥965,003 ¥4,869,063 ¥2,580,748 ¥667,318 F-109 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Consolidated VIEs Consolidated assets At March 31, 2013: Total Cash and due from banks Interest-earning deposits in other banks Trading account assets Investment securities Loans All other assets (in millions) Asset-backed conduits . . . . . . ¥ 5,641,295 ¥25,520 2,567,049 47,176 Investment funds . . . . . . . . . . Special purpose entities created for structured financing . . . . . . . . . . . . . . Repackaged instruments . . . . Securitization of the MUFG 175,627 56,902 1,427 — Group’s assets . . . . . . . . . . Trust arrangements . . . . . . . . Others . . . . . . . . . . . . . . . . . . 1,756,940 1,006,961 100,013 — — 295 ¥72,968 18,113 ¥ 966 ¥601,444 ¥4,927,509 ¥ 12,888 173 170,514 8,643 2,322,430 2,188 — — 3,601 681 — 54,154 — 156,903 2,748 — 15,109 — — 277 — — 1,720,066 909,146 64,948 91,707 85 36,874 2,230 34,004 Total . . . . . . . . . . . . . . . . ¥11,304,787 ¥74,418 ¥97,551 ¥2,377,827 ¥701,879 ¥7,781,493 ¥271,619 Asset-backed conduits . . . . . . . . . . . . . . . . Investment funds . . . . . . . . . . . . . . . . . . . . . Special purpose entities created for structured financing . . . . . . . . . . . . . . . . Repackaged instruments . . . . . . . . . . . . . . . Securitization of the MUFG Group’s assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trust arrangements . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated liabilities Total Deposits Other short-term borrowings Long-term debt All other liabilities ¥5,645,471 232,533 ¥ — ¥4,868,648 1,348 — ¥ 330,171 12,246 ¥446,652 218,939 (in millions) 173,928 57,452 — — 1,741,837 1,003,916 99,505 — 1,001,815 — 5,241 — 25,000 — 64,216 166,810 56,236 1,715,823 — 35,143 1,877 1,216 1,014 2,101 146 Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥8,954,642 ¥1,001,815 ¥4,964,453 ¥2,316,429 ¥671,945 The assets and liabilities of consolidated VIEs presented in the table above include intercompany transactions between consolidated VIEs and the MUFG Group, the primary beneficiary. In consolidation, the amounts of assets eliminated were ¥52,669 million of Cash and due from banks, ¥51,841 million of Interest- earning deposits in other banks, ¥3,050 million of Trading account assets, ¥9 million of Investment securities, ¥923,508 million of Loans and ¥53,430 million of All other assets at March 31, 2012, and ¥71,726 million of Cash and due from banks, ¥71,464 million of Interest-earning deposits in other banks, ¥1,237 million of Trading account assets, ¥6 million of Investment securities, ¥966,616 million of Loans and ¥16,641 million of All other assets at March 31, 2013. The amounts of liabilities eliminated were ¥3,104,796 million of Other short-term borrowings, ¥1,183,281 million of Long-term debt and ¥16,080 million of All other liabilities at March 31, 2012, and ¥3,078,982 million of Other short-term borrowings, ¥1,146,963 million of Long-term debt and ¥26,036 million of All other liabilities at March 31, 2013. 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 is only contractually required to provide credit enhancement or program-wide liquidity. F-110 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following tables present the total assets of non-consolidated VIEs, the maximum exposure to loss resulting from the MUFG Group’s involvement with non-consolidated VIEs and the assets and liabilities which relate to the MUFG’s variable interests in non-consolidated VIEs at March 31, 2012 and 2013: Non-consolidated VIEs At March 31, 2012: Total assets Maximum exposure Total On-balance sheet assets Trading account assets Investment securities Loans (in millions) On-balance sheet liabilities All other assets Total All other liabilities Asset-backed conduits . . . . . . . . . . . ¥ Investment funds . . . . . . Special purpose entities created for structured financing . . . . . . . . . . Repackaged 9,565,475 ¥ 2,425,746 ¥1,798,190 ¥ 12,460 ¥ 207,361 ¥1,578,369 ¥ — ¥ — ¥ — — 2,423,629 179,792 283,273 291,889 12,261 91,220 — — 17,110,493 2,431,871 2,044,138 72,140 41,510 1,928,409 2,079 — — instruments . . . . . . . . Trust arrangements . . . . Others . . . . . . . . . . . . . . 13,362,168 23,451 17,578,176 1,199,028 1,154,691 23,940 1,658,832 1,341,960 24,875 48,851 — 4,917 769,109 — 336,731 23,940 291,283 1,045,760 — — — 5,919 — 524 — 5,919 524 Total . . . . . . . . . . . ¥ 60,063,392 ¥ 8,032,241 ¥6,646,192 ¥150,629 ¥1,400,483 ¥5,093,001 ¥2,079 ¥6,443 ¥6,443 Non-consolidated VIEs At March 31, 2013: Total assets Maximum exposure Total Asset-backed On-balance sheet assets Trading account assets Investment securities Loans (in millions) On-balance sheet liabilities All other assets Total All other liabilities conduits . . . . . . . . . . . ¥ 12,926,458 ¥ 3,072,591 ¥2,256,903 ¥ 25,517,222 744,935 634,662 168,580 3,384 ¥ 363,521 ¥1,889,998 ¥ — ¥ — ¥ — 1,186 — 1,186 149,036 317,046 Investment funds . . . . . . Special purpose entities created for structured financing . . . . . . . . . . 20,978,132 3,048,178 2,346,557 136,118 85,254 2,124,202 983 466 466 Repackaged instruments . . . . . . . . Trust arrangements . . . . Others . . . . . . . . . . . . . . 13,097,513 14,866 29,381,902 1,638,067 1,546,726 106,661 1,181,828 — 13,589 12,740 2,174,939 1,714,409 — 66,563 258,237 12,740 286,937 1,353,826 7,083 — — — 5,739 99 — 5,739 99 Total . . . . . . . . . . . ¥101,916,093 ¥10,692,299 ¥8,511,997 ¥481,306 ¥2,066,576 ¥5,956,049 ¥8,066 ¥7,490 ¥7,490 Maximum exposure to loss on each type of entity is determined based on the carrying amount of any on- balance sheet assets and any off-balance sheet liability held, net of any recourse liabilities. Therefore, the maximum exposure to loss represents the maximum loss the MUFG Group could possibly incur at each balance sheet date and does not reflect the likelihood of such a loss being incurred. The difference between the amount of on-balance sheet assets and the maximum exposure to loss primarily comprises the remaining undrawn commitments. F-111 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Analysis of Each Transaction Category Asset-Backed Conduits This category primarily comprises the following: Multi-Seller Conduits (MUFG-sponsored Asset-Backed Commercial Paper (“ABCP”) Conduits and Other ABCP Conduits) The MUFG Group administers several conduits under asset-backed financing programs under which the conduits purchase financial assets, primarily trade accounts receivable, from the MUFG Group’s customers by issuing short-term financing instruments, primarily commercial paper, to third-party investors. Under the asset- backed financing programs, the MUFG Group acts as an agent for the conduits, which enter into agreements with the MUFG Group’s customers where the customers transfer financial assets to the conduits in exchange for monetary consideration. The MUFG Group also underwrites commercial paper for the conduits that is secured by the assets held by them and provides program-wide liquidity and credit enhancement facilities to the conduits. The MUFG Group receives fees related to the services it provides to the conduits and the program-wide liquidity and credit enhancement. The MUFG Group considers itself to be the primary beneficiary of the multi-seller conduits because, as an agent and sponsor, the MUFG Group has the power to direct activities of the conduits that most significantly impact the conduits’ economic performance and also has the obligation to absorb losses of the conduits that could potentially be significant to the conduits through the program-wide liquidity and credit enhancement. Consequently, the MUFG Group consolidates the conduits. In addition to the entities described above, the MUFG Group participates as a provider of financing to several conduits that are administered by third parties. Most of these conduits are established under a multi-seller asset-backed financing program and the MUFG Group provides financing along with other financial institutions. With respect to these conduits, the MUFG Group is not considered as the primary beneficiary because the MUFG Group’s participation to the conduits is only to provide financing along with other third-party financial institutions and it does not have the power to direct the activities of the conduits. Consequently, the MUFG Group does not consolidate the conduits. Asset-Backed Conduits (MUFG-sponsored Asset-Backed Loan (“ABL”) Programs and Other Programs) The MUFG Group administers several conduits under asset-backed financing programs where the MUFG Group provides financing to fund the conduits’ purchases of financial assets, comprising primarily trade accounts receivable, from its customers. The MUFG Group acts as an agent and sponsor for the conduits, which enter into agreements with the MUFG Group’s customers where the customers transfer assets to the conduits in exchange for monetary consideration. In most cases the MUFG Group is the sole provider of financing that is secured by the assets held by the conduits. The MUFG Group considers itself to be the primary beneficiary of the conduits because, as an agent and sponsor for the conduits, the MUFG Group has the power to direct activities of the conduits, such as selection of the assets to be purchased and condition for purchases, and debt collection from the original obligors, that most significantly impact the conduits’ economic performance, and also has the obligation to absorb losses of the conduits that could potentially be significant to the conduits through financing it provides. Consequently, the MUFG Group consolidates the conduits. In addition, the MUFG Group is involved with entities, which take in most cases the form of a trust, where originators of financial assets, which primarily comprise lease receivables, entrust the assets with trust banks and receive beneficial certificates in trusts in exchange. The originators then transfer the beneficiary certificates to the MUFG Group in exchange for cash. The originators of the financial assets entrusted continue to be involved in the assets as servicers. Because the originators are deemed to have the power to direct activities of the entities F-112 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) that most significantly impact the entities’ economic performance through their role as a servicer, the MUFG Group is not considered as the primary beneficiary of these entities. Consequently, the MUFG Group does not consolidate these entities. The MUFG Group also participates as a provider of financing to the ABL programs that are managed by third parties. The MUFG Group is not considered as the primary beneficiary of the entities used in these programs as the MUFG Group’s participation to the entities is only to provide financing with other third parties and it does not have the power to direct the activities of the conduits. Consequently, the MUFG Group does not consolidate the entities used in these programs. Investment Funds On February 2010, the FASB issued an accounting standards update that indefinitely defers the application of the current guidance for consolidation of VIEs on entities that are deemed as investment companies, which include most of corporate recovery funds, private equity funds, and investment trusts. For VIEs that are considered investment companies, the MUFG Group determines whether it is the primary beneficiary by evaluation of whether it absorbs a majority of expected losses, receives a majority of expected residual returns, or both. This category primarily comprises the following: Corporate Recovery Funds These entities are established by fund managers, which are unrelated to the MUFG Group, for the purpose of investing in debt or equity instruments issued by distressed companies. After investment, the fund managers work closely with the management of the issuers and attempt to enhance corporate value by various means including corporate restructuring and reorganization. Their exit strategies include, among others, sales to others and initial public offerings. Typically, these entities take the form of a limited partnership which is entirely funded by general and limited partner interests. In some cases, the general partners of the partnerships are entities that have no substantive decision making ability. The fund managers that establish these partnerships assume investment management and day-to-day operation by entering into asset management contracts with the general partners. These partnerships are, therefore, financing vehicles and as such are considered as VIEs. In other cases, the general partners have substantive decision making ability but the partnerships are considered as VIEs when the general partners’ equity investments in the partnerships are considered as non-substantive, usually based on the percentage interest held, and they do not have substantive limited partner interests. The MUFG Group mostly serves as a limited partner in corporate recovery funds. While the MUFG Group’s share in partnership interest is generally insignificant, in certain cases, the MUFG Group is the only limited partner and it consolidates these partnerships as the primary beneficiary. Private Equity Funds The MUFG Group is involved in venture capital funds that are established by either the MUFG Group’s entities or fund managers unrelated to the MUFG Group. These entities have specific investment objectives in connection with their acquisition of equity interests, such as providing financing and other support to start-up businesses, medium and small entities in a particular geographical area, and to companies with certain technology or companies in a high-growth industry. F-113 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) These entities typically take the form of a limited partnership and usually are entirely funded by general and limited partner interests. The general partners of the partnerships in some cases are entities that have no substantive decision making ability. The fund managers that establish these partnerships assume investment management and day-to-day operation by entering into asset management contracts with the general partners. These partnerships are, therefore, financing vehicles and as such are considered as VIEs. In other cases, the general partners have substantive decision making ability but the partnerships are considered VIEs because the general partners’ equity investments in the partnerships are disproportionate to their voting rights and the limited partners have the majority of the economics without any voting rights. The MUFG Group consolidates the private equity funds when it owns a majority of the interests issued by the private equity funds. The MUFG Group participates in these partnerships as a general partner or limited partner. While the MUFG Group’s share in partnership interests is generally limited, in certain cases, the MUFG Group provides most of the financing to the partnership. It consolidates these funds as the primary beneficiary because the MUFG Group absorbs a majority of the expected losses or receives a majority of the expected residual returns. Investment Trusts The MUFG Group invests in investment trusts that are professionally managed collective investment schemes which pool money from many investors and invest in, among others, equity and debt securities. Most of these funds take the form of a trust where there is a separation in investment decisions, which is assumed by an investment manager who has no investment in a trust, and ownership through beneficiary interests issued by a trust are owned by investors. Therefore, these investment trusts are considered as VIEs. Based on the deferral requirements of the current guidance, the MUFG Group consolidates investment trusts when it absorbs a majority of the expected losses or receives a majority of the expected residual returns. Buy-out Financing Vehicles The MUFG Group provides financing to buy-out vehicles. The buy-out vehicles are established by equity investments from, among others, private equity funds or the management of target companies for the purpose of purchasing the equity shares of target companies. Along with other financial institutions, the MUFG Group provides financing to the buy-out vehicles in the form of loans. While the buy-out vehicles’ equity is normally substantive in its amount and the rights and obligations associated with it, in some cases, the vehicles have equity that is insufficient to absorb expected variability primarily because the amount provided by equity investors is nominal in nature. These vehicles engage in non-investment activities, and are considered as VIEs. Assessment as to whether the MUFG Group is the primary beneficiary is required under the current guidance. In most cases, the MUFG Group’s participation to these vehicles is only to provide financing to the vehicles, and the power to direct the activities that most significantly impact the economic performance of the vehicles is held by the management of target companies. As a result, the MUFG Group is not considered as the primary beneficiary of these vehicles and does not consolidate them. Other Investment Funds The MUFG Group’s investments in VIEs through UNBC primarily consist of equity investments in low income housing credit (“LIHC”) structures, designed to generate a return primarily through the realization of federal tax credits. UNBC considers itself as the primary beneficiary of certain types of LIHC investments. F-114 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) LIHC Unguaranteed Syndicated Investment Funds UNBC creates the investment funds, serves as the managing investor member, and sells limited investor member interests to third parties. UNBC receives benefits through income from the structuring of these funds, servicing fees for managing the funds and, as an investor member, tax benefits and tax credits to reduce the UNBC tax liability. UNBC considers itself to be the primary beneficiary and consolidated them upon adoption of the current guidance because, as a sponsor and managing member of the funds, it has the power to direct activities that most significantly impact the funds’ economic performance and also has the obligation to absorb losses of the funds that could potentially be significant to the funds. LIHC Guaranteed Syndicated Investment Funds UNBC also forms limited liability companies, which in turn invest in LIHC operating partnerships, to create LIHC guaranteed syndicated investment funds. Interests in these funds are sold to third parties who pay a premium for a guaranteed return. UNBC earns structuring fees from the sale of these funds and asset management fees. UNBC serves as the funds’ sponsor and non-member asset manager, and also guarantees a minimum rate of return throughout the investment term, therefore, it directs the activities that most significantly impact the funds’ economic performance and also has an obligation to absorb losses pertaining to its minimum rate of return guarantee to investors. Therefore, the MUFG Group is considered as the primary beneficiary of these funds and consolidates them. Special Purpose Entities Created for Structured Financing This category primarily comprises the following: Leveraged Leasing Vehicles These entities are established to raise funds to purchase or build equipment and machinery including, among others, commercial vessels, passenger and cargo aircraft, and production equipment for the purpose of leasing them to lessees who use the equipment and machinery as part of their business operations. These entities typically take the form of a limited partnership or a special purpose company where they fund their purchases of equipment and machinery via senior and subordinate financing. In some cases, the entities are funded only by senior financing or there is a guarantee provided to the senior financing by parties unrelated to those providing the senior financing. In most cases, the MUFG Group participates in the senior financing and does not participate in the subordinate financing or provide guarantees. Generally, because the MUFG Group’s participation in these entities is only to provide financing, it does not have the power to direct the activities of the entities that most significantly impact the economic performance of the entities. Therefore, the MUFG Group does not consider itself to be the primary beneficiary of these entities and does not consolidate them, except for limited circumstances where the MUFG Group is directly involved with the structuring of the transaction and has the power to direct the activities of the entities that most significantly impact the economic performance of the entities. Project Financing Vehicles These entities are established to raise funds in connection with, among others, production of natural resources, construction and development of urban infrastructure (including power plants and grids, highways and ports), and the development of real estate properties or complexes. These projects typically involve special purpose companies which issue senior and subordinate financing to raise funds in connection with the various projects. The subordinate financing is usually provided by parties that will ultimately make use of the assets F-115 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) constructed or developed. By contrast, the senior financing is typically provided by financial institutions, including the MUFG Group. Because the MUFG Group’s participation to these entities is only to provide financing, it does not have the power to direct the activities that most significantly impact the economic performance of these entities. Therefore, the MUFG Group is not considered as the primary beneficiary of these entities and does not consolidate them. Sale and Leaseback Vehicles The MUFG Group is involved with vehicles that acquire assets, primarily real estate, from the MUFG Group’s clients and other unrelated parties where the sellers of the assets continue to use the assets through leaseback agreements. These vehicles typically take the form of a limited partnership where the general partner effectively has no power to direct the activities that most significantly impact the economic performance because an equity holder of the general partner serves a perfunctory role. Therefore, these vehicles are considered as VIEs. The subordinated financing of these vehicles is usually provided by the sellers of the assets, with the MUFG Group providing senior financing for the vehicles. Because the MUFG Group’s participation to these vehicles is only to provide financing, it does not have the power to direct the activities that most significantly impact the economic performance of these entities. Therefore, the MUFG Group is not considered as the primary beneficiary and does not consolidate them. Securitization of Client Real Estate Properties These entities are established for the purpose of securitizing real estate properties held by the MUFG Group’s customers. In most cases, these entities take the form of a limited partnership or a special purpose company. These entities are designed to have non-substantive power to direct the activities that most significantly impact the economic performance because the general partner or an equity holder serves a perfunctory role. The entities are typically funded by senior and subordinated financing where the original owners of the properties provide the subordinated financing, primarily in the form of partnership interests or subordinated notes, and financial institutions, including the MUFG Group, provide senior financing in the form of senior loans. Because the MUFG Group’s participation to these vehicles is only to provide financing, it does not have the power to direct the activities that most significantly impact the economic performance of these entities. Therefore, the MUFG Group is not considered as the primary beneficiary and does not consolidate these entities. Repackaged Instruments This category primarily comprises the following: Investments in Financially-Engineered Products The MUFG Group is involved in special purpose entities that have been established to issue financial products through the engineering and repackaging of existing financial instruments, such as collateralized debt obligations (“CDOs”) and synthetic CDOs. These special purpose entities are considered as VIEs because the holders of equity investment at risks do not have the power to direct the activities that most significantly impact the economic performance. These special purpose entities are generally arranged and managed by parties that are not related to the MUFG Group. The MUFG Group’s involvement with the entities arranged and managed by third parties is for investment purposes. In these cases, the MUFG Group participates as one of many other investors and the MUFG Group typically holds investments in senior tranches or tranches with high credit ratings. Therefore, the MUFG Group does not have the power to direct activities of the entities that most significantly impact the entities’ economic performance, and thus is not considered as the primary beneficiary of these entities and does not consolidate these entities. F-116 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) In certain instances, special purpose entities have been established and are managed by the MUFG Group. The MUFG Group’s involvement includes establishing and arranging the transaction and underwriting securities issued by the entities to general investors. For these entities, the MUFG Group has the power to direct activities that most significantly impact the economic performance and it has the obligation to absorb losses or receive benefits that could potentially be significant to the entities. As such, the MUFG Group considers itself as the primary beneficiary of these entities and consolidates them. Investments in Securitized Financial Instruments The MUFG Group holds investments in special purpose entities that issue securitized financial products. The assets held by the special purpose entities include credit card receivables and residential mortgage loans. These entities are established and managed by parties that are unrelated to the MUFG Group and the MUFG Group’s involvement with these entities is for its own investment purposes. In all cases, the MUFG Group participates as one of many other investors and the MUFG Group does not have the power to direct activities of the entities that most significantly impact the entities’ economic performance. Therefore, the MUFG Group is not considered as the primary beneficiary of these entities and does not consolidate them. Securitization of the MUFG Group’s Assets The MUFG Group establishes entities to securitize its own financial assets that include, among others, corporate and retail loans and lease receivables. The entities used for securitization, which typically take the form of a special purpose company or a trust, are established by the MUFG Group and, in most cases, issue senior and subordinate interests or financing. After securitization, the MUFG Group typically continues to service securitized assets as a servicer. The MUFG Group may also retain subordinate interests or financing or other interests. The MUFG Group is considered as the primary beneficiary and consolidates the entities used for securitization since it has the obligation to absorb losses through subordinate interests, and also has the power for determining and implementing of policies as servicer that give it the ability to manage the entities assets that become delinquent or are in default in order to improve the economic performance of the entity. Trust Arrangements The MUFG Group offers, primarily through its wholly-owned trust banking subsidiary, MUTB, a variety of trust products and services including securities investment trusts, pension trusts and trusts used as securitization vehicles. 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. The trusts are generally considered as VIEs because the trust beneficiaries, who provide all of the equity at risk, usually do not have power to direct the activities that most significantly impact its economic performance in the arrangements. The MUFG Group, however, is not considered as the primary beneficiary, except for the case mentioned below, because it merely receives fees for compensation of its services on terms that are customary for these activities and the fees are insignificant relative to the total amount of the entities’ economic performance and variability. Therefore, the MUFG Group does not consolidate these entities. With respect to the jointly operated designated money in trusts, MUTB pools money from investors or trust beneficiaries and determines how best to invest it. MUTB typically invests in high-quality financial assets, including government bonds, corporate bonds and corporate loans including loans to MUTB and receives fees as compensation for services. In this role as a sponsor of these products, MUTB provides guarantees under which it is required to compensate a loss on the stated principal of the trust beneficial interests. MUTB is considered as the primary beneficiary of these products because it is exposed to a potentially significant amount of losses and also has the power to direct activities of these products that most significantly impact the economic performance. F-117 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Upon consolidation of the jointly operated designated money in trusts, the certificates issued to the trust beneficiaries are accounted for as deposit liabilities as the products are structured and marketed to customers similar to MUTB’s term deposit products. MUTB considers the likelihood of incurring losses on the face value guarantee to be highly remote. In the trusts’ operational history that extends over decades, the face value guarantee has never been called upon. The variability in fair value of the net assets of jointly operated designated money in trusts has been primarily affected by the fluctuations in interest rates, and the majority of such variability has been absorbed by general investors. Others This category primarily comprises the following: Financing Vehicles of the MUFG Group’s Customers The MUFG Group is involved with several entities that are established by the MUFG Group’s customers. These entities borrow funds from financial institutions and extend loans to their group entities. These entities effectively work as fund-raising vehicles for their respective group companies and enable the groups to achieve efficient financing by integrating their financing activities into a single entity. In all cases the MUFG Group is not considered as the primary beneficiary because the MUFG Group’s participation to these entities is only to provide financing, and the customers effectively hold the power to direct activities of these entities that most significantly impact the economic performance of the entities. Consequently, the MUFG Group does not consolidate these entities. Funding Vehicles The MUFG Group has established several wholly-owned, off-shore vehicles which issue securities, typically preferred stock that is fully guaranteed by the MUFG Group, to investors unrelated to the MUFG Group to fund purchases of debt instruments issued by the MUFG Group. These entities are considered as VIEs because the MUFG Group’s investment in the vehicles’ equity is not considered at risk and substantive as the entire amount raised by the vehicles was used to purchase debt instruments issued by the MUFG Group. Because the MUFG Group does not have variable interests in these financing vehicles, these financing vehicles are not considered as the MUFG Group’s subsidiaries. Troubled Borrowers During the normal course of business, the borrowers from the MUFG Group may experience financial difficulties and sometimes enter into certain transactions that require the MUFG Group to assess whether they would be considered as VIEs due to their difficult financial position. While in most cases such borrowers are not considered as VIEs when the transactions take place, in limited circumstances they are considered as VIEs due to insufficient equity investment at risk. In all cases, however, the MUFG Group is not considered as the primary beneficiary because the power to direct activities that most significantly impact the economic performance of the troubled borrowers resides with management of the troubled borrowers, and the MUFG Group, as a lender, does not have power over or assume any role in management. Therefore, the MUFG Group does not consolidate these troubled borrowers. F-118 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 24. COMMITMENTS AND CONTINGENT LIABILITIES Lease Commitments The MUFG Group leases certain technology systems, office space and equipment under noncancelable agreements expiring through the fiscal year 2046. Future minimum rental commitments for noncancelable leases at March 31, 2013 were as follows: Capitalized leases Operating leases (in millions) Fiscal year ending March 31: 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ ¥ 9,753 6,675 3,666 2,345 978 5,027 Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,444 ¥ 77,307 64,904 56,692 52,653 49,154 370,462 671,172 Amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Present value of minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (2,805) 25,639 Total rental expense for the fiscal years ended March 31, 2011, 2012 and 2013 was ¥109,471 million, ¥97,105 million and ¥99,817 million, respectively. Repayment of Excess Interest The Japanese government implemented regulatory reforms affecting the consumer lending industry. In December 2006, the Diet passed legislation to reduce the maximum permissible interest rate under the Investment Deposit and Interest Rate Law from 29.2% per annum to 20% per annum. The reduction in interest rates was implemented in June 2010. The regulatory reforms also included amendments to the Law Concerning Lending Business which, effective June 18, 2010, abolished the so-called “gray-zone interest.” Gray-zone interest refers to interest rates exceeding the limits stipulated by the Interest Rate Restriction Law (between 15% per annum to 20% per annum depending on the amount of principal). Under the regulatory reforms, all interest rates for loans originated after this reform are subject to the lower limits imposed by the Interest Rate Restriction Law. Furthermore, the new regulations require stringent review procedures for consumer finance companies before lending, and with the exception of certain provisions, one of those new regulations introduces a limit on aggregate credit extensions to one-third of the borrower’s annual income. Formerly, consumer finance companies were able to charge interest rates exceeding the limits stipulated by the Interest Rate Restriction Law so long as the payment was made voluntarily by the borrowers, and the lender complied with various notice and other requirements. Accordingly, MUFG’s consumer finance subsidiaries and equity method investees offered loans at interest rates above the Interest Rate Restriction Law. Upon the implementation of the regulatory reforms in June 2010, they lowered the interest rates for loans originated after this reform to below the Interest Rate Restriction Law. In 2006, the Supreme Court of Japan passed decisions in a manner more favorable to borrowers requiring reimbursement of previously paid interest exceeding the limits stipulated by the Interest Rate Restriction Law in certain circumstances. Borrowers’ claims for reimbursement of excess interest arose after such decisions and F-119 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) other regulatory changes. The MUFG Group maintains an allowance for repayment of excess interest based on an analysis of past experience of reimbursement of excess interest, borrowers’ profile, recent trend of borrowers’ claims for reimbursement, and management future forecasts. Management believes that the provision for repayment of excess interest is adequate and the allowance is at the appropriate amount to absorb probable losses, so that the impact of future claims for reimbursement of excess interest will not have a material adverse effect on the MUFG Group’s financial position and results of operations. The allowance for repayment of excess interest established by MUFG’s consumer finance subsidiaries, which was included in Other liabilities, was ¥99,437 million and ¥77,640 million as of March 31, 2012 and 2013, respectively. The expenses recognized relating to the allowance are shown as Provision (reversal) for repayment of excess interest in the accompanying consolidated statements of income. For the fiscal years ended March 31, 2011, 2012 and 2013, an MUFG’s equity method investee had a negative impact of ¥96,399 million, ¥19,326 million and ¥17,014 million, respectively, on Equity in earnings (losses) of equity method investees—net in the accompanying consolidated statements of income. Litigation The MUFG Group is involved in various litigation matters. Based upon the current knowledge and the results of consultation with counsel, liabilities for losses from litigation matters are recorded when they are determined to be both probable in their occurrences and can be reasonably estimated. Management believes that the eventual outcome of such litigation matters will not have a material adverse effect on the MUFG Group’s financial position, results of operations or cash flows. 25. FEES AND COMMISSIONS INCOME Details of fees and commissions income for the fiscal years ended March 31, 2011, 2012 and 2013 were as follows: 2011 2012 2013 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 100,519 142,459 58,462 146,570 22,169 138,868 22,593 27,466 51,926 64,347 130,402 222,577 (in millions) 95,037 ¥ 139,840 57,688 149,946 18,216 128,436 23,610 33,686 49,283 58,393 126,601 219,227 ¥ 92,525 137,338 58,905 149,671 16,727 155,983 28,041 33,472 49,137 55,427 130,006 253,642 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,128,358 ¥1,099,963 ¥1,160,874 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 F-120 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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. 26. TRADING ACCOUNT PROFITS AND LOSSES 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. The MUFG Group has trading account securities and trading derivative assets and liabilities for this purpose. In addition, the trading account securities include foreign currency-denominated debt securities such as foreign government or official institution bonds, corporate bonds and mortgage-backed securities, which are mainly comprised of securities measured at fair value under the fair value option. Net trading gains for the fiscal years ended March 31, 2011, 2012 and 2013 were comprised of the following: Interest rate and other derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account securities, excluding derivatives . . . . . . . . . . . . . . . . . . . . . . . 2011 2012 2013 (in millions) ¥ (3,095) ¥ 77,698 589,587 137,000 ¥ (82,684) 652,960 Trading account profits—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange derivative contracts(1) 133,905 79,840 667,285 (94,853) 570,276 (94,223) Net trading gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥213,745 ¥572,432 ¥476,053 Note: (1) Gains (losses) on foreign exchange derivative contracts are included in Foreign exchange gains (losses)—net in the accompanying consolidated statements of income. Foreign exchange gains (losses)—net in the accompanying consolidated statements of income are also comprised of foreign exchange gains (losses) other than derivative contracts and foreign exchange gains (losses) related to the fair value option. For further information on the methodologies and assumptions used to estimate fair value, see Note 29, which also shows fair values of trading account securities by major category. Note 21 discloses further information regarding the derivative-related impact on Trading account profits—net by major category. 27. 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. In addition, the business segment information 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 accompanying consolidated financial statements prepared on the basis of U.S. GAAP. A reconciliation is provided for the total amounts of segments’ total operating profit with income before income tax expense under U.S. GAAP. F-121 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) See Note 28 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. The following is a brief explanation of the MUFG Group’s 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, MUMSS, Mitsubishi UFJ NICOS 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 corporate businesses, including commercial banking, investment banking, trust banking and securities business. Through the integration of these business lines, diverse financial products and services are provided to the MUFG Group’s corporate clients. The business group has clarified strategic domains, sales channels and methods to match the different growth stages and financial needs of the MUFG Group’s corporate clients. 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. Integrated Global Business Group—Covers businesses outside Japan, including commercial banking such as loans, deposits and cash management services, investment banking, retail banking, trust banking and securities businesses (with the retail banking and trust assets businesses being conducted through Union Bank), through a global network of more than 500 offices outside Japan to provide customers with financial products and services that meet their increasingly diverse and sophisticated financing needs. Union Bank is one of the largest commercial banks in California by both total assets and total deposits. Union Bank 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. Union Bank’s parent company is UNBC, which is a bank holding company in the United States. Global Markets—Covers asset and liability management and strategic investment of BTMU and MUTB, and sales and trading of financial products of BTMU, MUTB and MUSHD. Other—Consists mainly of the corporate centers of MUFG, BTMU, MUTB and MUMSS. The elimination of net revenue among business segments is also reflected in Other. Management does not use information on segments’ total assets to allocate resources and assess performance. Accordingly, business segment information on total assets is not presented. Effective April 1, 2012, in order to integrate the managerial accounting methodology amongst group companies, the MUFG Group changed some MUFG Group’s managerial accounting methodologies such as redefining items to be included in Operating profit (loss), which mainly affected the Integrated Retail Banking Business Group. These changes result in a decrease in operating profit of ¥16.7 billion and ¥16.3 billion for the fiscal years ended March 31, 2011 and 2012, respectively. F-122 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Effective July 1, 2012, the Integrated Global Business Group and Global Markets started working jointly on some of the sales and trading businesses of MUSHD’s foreign subsidiaries as part of the MUFG Group’s efforts to strengthen the cooperation between BTMU and MUSHD of their markets businesses and to expand investor relationships while improving the MUFG Group’s trading capabilities to seize interest rate and foreign exchange market opportunities for loans and corporate bond transactions. Accordingly, during the year ended March 31, 2013, the MUFG Group began reporting a portion of the securities sales and trading businesses, which previously was presented within the Integrated Global Business Group, as part of Global Markets. The table set forth below has been reclassified to enable comparisons between the relevant amounts for the fiscal years ended March 31, 2011, 2012 and 2013, respectively: Integrated Retail Banking Business Group Integrated Corporate Banking Business Group Integrated Trust Assets Business Group Integrated Global Business Group Other than UNBC UNBC Total (in billions) Global Markets Other Total ¥1,302.2 602.5 498.1 94.2 10.2 699.7 953.5 ¥883.7 783.3 419.7 312.7 50.9 100.4 460.9 ¥148.2 59.5 — 59.5 — 88.7 87.8 ¥310.6 237.4 105.2 104.9 27.3 ¥267.2 ¥577.8 — 237.4 — 105.2 — 104.9 27.3 — ¥587.7 624.5 337.3 (14.6) 301.8 73.2 176.6 267.2 173.3 340.4 349.9 (36.8) 130.5 ¥ 11.2 5.0 26.4 (24.2) 2.8 6.2 149.9 ¥3,510.8 2,312.2 1,386.7 532.5 393.0 1,198.6 2,132.5 Fiscal year ended March 31, 2011: Net revenue: . . . . . . . . . . . . . . . BTMU and MUTB: . . . . . . Net interest income . . Net fees . . . . . . . . . . . Other . . . . . . . . . . . . . Other than BTMU and MUTB(1) . . . . . . . . . . . . Operating expenses . . . . . . . . . . Operating profit (loss) . . . . . . . . ¥ 348.7 ¥422.8 ¥ 60.4 ¥134.0 ¥ 93.9 ¥227.9 ¥457.2 ¥(138.7) ¥1,378.3 Fiscal year ended March 31, 2012: Net revenue: . . . . . . . . . . . . . . . BTMU and MUTB: . . . . . . Net interest income . . Net fees . . . . . . . . . . . Other . . . . . . . . . . . . . Other than BTMU and MUTB(1) . . . . . . . . . . . . Operating expenses . . . . . . . . . . ¥1,225.9 581.8 467.3 104.8 9.7 644.1 911.2 ¥865.3 772.8 400.2 308.2 64.4 92.5 446.2 ¥140.1 55.7 — 55.7 — 84.4 87.3 ¥365.7 285.5 127.0 122.6 35.9 ¥252.0 ¥617.7 — 285.5 — 127.0 — 122.6 35.9 — ¥726.8 644.7 309.0 (16.4) 352.1 80.2 195.4 252.0 173.0 332.2 368.4 82.1 126.1 ¥ 5.3 3.8 38.8 (31.6) (3.4) 1.5 163.4 ¥3,581.1 2,344.3 1,342.3 543.3 458.7 1,236.8 2,102.6 Operating profit (loss) . . . . . . . . ¥ 314.7 ¥419.1 ¥ 52.8 ¥170.3 ¥ 79.0 ¥249.3 ¥600.7 ¥(158.1) ¥1,478.5 Fiscal year ended March 31, 2013: Net revenue: . . . . . . . . . . . . . . . BTMU and MUTB: . . . . . . Net interest income . . Net fees . . . . . . . . . . . Other . . . . . . . . . . . . . Other than BTMU and MUTB(1) . . . . . . . . . . . . Operating expenses . . . . . . . . . . ¥1,206.5 560.2 427.7 124.0 8.5 646.3 912.6 ¥856.6 760.5 378.1 318.8 63.6 96.1 439.9 ¥138.8 55.4 — 55.4 — 83.4 88.3 ¥466.8 357.6 180.0 141.6 36.0 ¥288.5 ¥755.3 — 357.6 — 180.0 — 141.6 36.0 — ¥761.6 654.3 261.1 (19.2) 412.4 109.2 245.8 288.5 205.4 397.7 451.2 107.3 140.5 ¥ (2.3) (18.1) 50.6 (38.2) (30.5) 15.8 176.4 ¥3,716.5 2,369.9 1,297.5 582.4 490.0 1,346.6 2,208.9 Operating profit (loss) . . . . . . . . ¥ 293.9 ¥416.7 ¥ 50.5 ¥221.0 ¥ 83.1 ¥304.1 ¥621.1 ¥(178.7) ¥1,507.6 Note: (1) Includes MUFG and its subsidiaries other than BTMU and MUTB. Reconciliation As set forth above, the measurement bases and the income and expense items of the internal management reporting system are different from the accompanying consolidated statements of income. Therefore, it is impracticable to present reconciliations of all of the business segments’ information, other than operating profit, to corresponding items in the accompanying consolidated statements of income. F-123 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) A reconciliation of operating profit under the internal management reporting system for the fiscal years ended March 31, 2011, 2012 and 2013 above to income before income tax expense shown on the accompanying consolidated statements of income is as follows: Operating profit: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading account profits (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity investment securities gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt investment securities losses—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains (losses)—net Equity in earnings (losses) of equity method investees—net . . . . . . . . . . . . . . . . Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for repayment of excess interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net 2011 2012 2013 ¥1,378 (292) (70) 8 (105) 146 (113) (27) (86) (17) (in billions) ¥1,479 (224) 372 (95) (153) 21 (499) (31) — (20) ¥1,508 (145) 285 (22) (153) (53) 60 (3) — (61) Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 822 ¥ 850 ¥1,416 28. 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-124 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, 2011, 2012 and 2013, and estimated total revenue, total expense, income (loss) before income tax expense (benefit) and net income (loss) attributable to Mitsubishi UFJ Financial Group for the respective fiscal years then ended: Domestic Japan Foreign Total United States of America Asia/Oceania excluding Japan Other areas(1) Europe (in millions) 2,969,012 ¥ 2,782,950 431,095 ¥ 266,549 238,658 ¥ 130,533 470,868 ¥ 135,333 ¥ 238,735 4,387 4,244,966 3,423,154 186,062 164,546 108,125 232,133 130,946 821,812 (103,003) 162,687 90,032 193,422 109,507 452,645 Fiscal year ended March 31, 2011: Total revenue(2) . . . . . . . . . . . . . . ¥ Total expense(3) Income before income tax . . . . . . . . . . . . . expense . . . . . . . . . . . . . . . . . . Net income (loss) attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . Total assets at end of fiscal year . . . . . . . . . . . . . . . . . . . . . 145,778,973 23,470,398 17,044,207 10,908,164 5,648,501 202,850,243 Fiscal year ended March 31, 2012: Total revenue(2)(4) Total expense(3) . . . . . . . . . . . . . . Income (loss) before income tax . . . . . . . . . . . . ¥ expense (benefit) . . . . . . . . . . . Net income (loss) attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . Total assets at end of fiscal 2,936,875 ¥ 2,438,729 192,775 ¥ 284,557 290,482 ¥ 151,077 450,651 ¥ 165,749 ¥ 223,253 88,974 4,036,532 3,186,590 498,146 (91,782) 139,405 227,398 76,775 849,942 163,334 (119,829) 113,593 192,753 66,380 416,231 year . . . . . . . . . . . . . . . . . . . . . 148,702,461 28,457,027 18,620,484 12,410,540 7,012,002 215,202,514 Fiscal year ended March 31, 2013: Total revenue(2) . . . . . . . . . . . . . . ¥ Total expense(3) . . . . . . . . . . . . . . Income before income tax 3,016,008 ¥ 2,248,856 426,377 ¥ 327,565 256,495 ¥ 160,061 585,474 ¥ 211,076 ¥ 268,349 74,728 4,495,430 3,079,559 expense . . . . . . . . . . . . . . . . . . 767,152 98,812 96,434 317,125 136,348 1,415,871 Net income attributable to Mitsubishi UFJ Financial Group . . . . . . . . . . . . . . . . . . . Total assets at end of fiscal 499,125 95,565 78,442 274,951 121,041 1,069,124 year . . . . . . . . . . . . . . . . . . . . . 151,999,696 30,730,705 23,224,502 15,938,673 8,665,700 230,559,276 Notes: (1) Other areas primarily include Canada, Latin America, the Caribbean and the Middle East. (2) Total revenue is comprised of Interest income and Non-interest income. (3) Total expense is comprised of Interest expense, Provision for credit losses and Non-interest expense. (4) For the fiscal year ended March 31, 2012, Total revenue of United States of America includes an other-than-temporary impairment loss of Morgan Stanley’s common stock. See Note 2 for further details of an other-than-temporary impairment loss of Morgan Stanley’s common stock. F-125 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, 2012 and 2013: 2012 2013 (in millions) Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-earning deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 380,452 4,545,991 ¥ 676,833 3,830,923 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 4,926,443 ¥ 4,507,756 Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥24,433,087 ¥28,450,804 Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 5,087,060 ¥ 6,960,616 Loans—net of unearned income, unamortized premiums and deferred loan fees . . . ¥24,119,872 ¥29,174,592 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥24,589,627 ¥29,317,297 Funds borrowed: Call money, funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt ¥ 364,044 5,767,721 72,327 1,859,186 2,943,884 ¥ 254,796 6,857,970 77,428 2,531,308 2,847,585 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥11,007,162 ¥12,569,087 Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 5,276,219 ¥ 7,012,658 29. FAIR VALUE Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance on fair value measurements also specifies a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable inputs, for example, the reporting entity’s own data. Based on the observability of the inputs used in the valuation techniques, the following three-level hierarchy is specified by the guidance: ‰ ‰ ‰ Level 1—Unadjusted quoted prices for identical instruments in active markets. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instruments. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the instruments. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The MUFG Group has an established and documented process for determining fair values in accordance with the guidance. When available, quoted prices are used to determine fair value. If quoted prices are not F-126 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) available, fair value is based upon valuation techniques that use observable or unobservable inputs. The fair values of liabilities are determined by discounting future cash flows at a rate which incorporates the MUFG Group’s own creditworthiness. In addition, valuation adjustments may be made to ensure the financial instruments are recorded at fair value. These adjustments include, but are not limited to, amounts that reflect counterparty credit quality, liquidity risk and model risk. The following section describes the valuation techniques used by the MUFG Group to measure fair values of certain financial instruments. The discussion includes the general classification of such financial instruments in accordance with the fair value hierarchy, a brief explanation of the valuation techniques, the significant inputs to those valuation techniques, and any additional significant assumptions. Interest-earning Deposits in Other Banks Cash flows are estimated based on the terms of the contracts and discounted using the market interest rates applicable to the maturity of the contracts, which are adjusted to reflect credit risks on counterparties. As the inputs into the valuation technique are readily observable, these deposits are classified in Level 2 of the fair value hierarchy. Receivables Under Resale Agreements Certain receivables under resale agreements are measured at fair value upon election of the fair value option and fair value is measured using discounted cash flows. Cash flows are estimated based on the terms of the contracts and discounted using the market interest rates applicable to the maturity of the contracts, which are adjusted to reflect credit risks on counterparties. These receivables are classified in Level 2 of the fair value hierarchy. Trading Account Assets and Liabilities—Trading Account Securities When quoted prices are available in an active market, the MUFG Group uses quoted prices to measure the fair values of securities and such securities are classified in Level 1 of the fair value hierarchy. Examples of Level 1 securities include certain Japanese and foreign government bonds, and marketable equity securities. When quoted prices are available but the securities are not traded in active markets, such securities are classified in Level 2 of the fair value hierarchy. These securities include certain Japanese government agency bonds, Japanese prefectural and municipal bonds, foreign governments and official institutions bonds, corporate bonds, residential mortgage-backed securities and equity securities. When quoted prices are not available, the MUFG Group estimates fair values by using internal valuation techniques, quoted prices of securities with similar characteristics or non-binding prices obtained from independent pricing vendors. Such securities include certain commercial papers, corporate bonds, asset-backed securities and residential mortgage-backed securities. For commercial papers, the MUFG Group estimates fair value using discounted cash flows. The cash flows are estimated in accordance with the terms of contracts and discounted using a discount rate based on yield curve estimated from market interest rates appropriate to the securities. Commercial paper is generally classified in Level 2 of the fair value hierarchy. For corporate bonds, the MUFG Group estimates fair value by using the internal valuation technique. Key inputs to the internal valuation technique include estimated cash flows based on the terms of the contracts, yield curves based on market interest rates and volatilities. Corporate bonds which are valued using internal valuation techniques are generally classified in Level 2 of the fair value hierarchy. If any such key inputs are unobservable, they are classified in Level 3 of the fair value hierarchy. Certain investments in funds valued at net assets value are classified in Level 2 if they can be redeemed at their net asset value at the measurement date. F-127 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) When there is less liquidity for securities or significant inputs used in the fair value measurements are unobservable, such securities are classified in Level 3 of the fair value hierarchy. Examples of such Level 3 securities include CLOs backed by general corporate loans, which are classified in asset-backed securities. The fair value of CLOs is measured by weighting the estimated fair value amounts from internal valuation techniques and the non-binding quotes from the independent broker-dealers. The weight of the independent broker-dealer quote is determined based on the result of inquiries to the broker-dealers for their basis of the fair value calculation with consideration of level of activity, such as latest trade date and transaction volume of the market. Key inputs to the internal valuation techniques include projected cash flows through an analysis of underlying loans, probability of default which incorporates market indices such as LCDX (which is an index of loan credit default swaps), repayment rates and discount rates reflecting liquidity premiums based on historical market data. Trading Account Assets and Liabilities—Derivatives Exchange-traded derivatives valued using quoted prices are classified in Level 1 of the fair value hierarchy. Examples of Level 1 derivatives include stock futures index and interest rate futures. However, the majority of the derivative contracts entered into by the MUFG Group are traded over-the-counter and valued using valuation techniques as there are no quoted prices for such derivatives. The valuation techniques and inputs vary depending on the types and contractual terms of the derivatives. The principal valuation techniques used to value derivatives include discounted cash flows, the Black-Scholes model and the Hull-White model. The key inputs include interest rate yield curve, foreign currency exchange rate, volatility, credit quality of the counterparty or the MUFG Group and spot price of the underlying. These models are commonly accepted in the financial industry and key inputs to the models are generally readily observable from an active market. Derivatives valued using such valuation techniques and inputs are generally classified in Level 2 of the fair value hierarchy. Examples of such Level 2 derivatives include plain-vanilla interest rate swaps, foreign currency forward contracts and currency option contracts. Derivatives that are valued using valuation techniques with significant unobservable inputs are classified in Level 3 of the fair value hierarchy. Examples of Level 3 derivatives include long-term interest rate or currency swaps and certain credit derivatives, where significant inputs such as volatility, credit curves and correlation of such inputs are unobservable. Investment Securities Investment securities include available for sale debt and equity securities, whose fair values are measured using the same valuation techniques as the trading securities described above except for certain private placement bonds issued by Japanese non-public companies. Fair values of private placement bonds issued by Japanese non- public companies are measured based on discounted cash flow method using discount rates applicable to the maturity of the bonds, which are adjusted to reflect credit risk of issuers. Credit risk of issuers is reflected in the future cash flows being discounted by the interest rates applicable to the maturity of the bonds. The private placement bonds are generally utilized to finance medium or small size non-public companies. These bonds are classified in either Level 2 or Level 3 of the fair value hierarchy, depending on the significance of the adjustments for unobservable input of credit worthiness. Investment securities also include investments in nonmarketable equity securities which are subject to specialized industry accounting principles. The valuation of such nonmarketable equity securities involves significant management judgment due to the absence of quoted prices, lack of liquidity and the long-term nature of these investments. Further, there may be restriction on transfers of nonmarketable equity securities. The MUFG Group values such securities initially at transaction price and subsequently adjusts such valuations, considering evidence such as current sales transactions of similar securities, initial public offerings, recent equity issuances and change in financial condition of the investee company. Nonmarketable equity securities are included in Level 3 of the fair value hierarchy. F-128 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Other Assets Other assets measured at fair value mainly consist of securities received as collateral that may be sold or repledged under securities lending transactions, money in trust for segregating cash deposited by customers on security transactions and derivatives designated as hedging instruments. The securities received as collateral under lending transactions mainly consist of certain Japanese and foreign government bonds which are valued using the valuation techniques described in the “Trading Accounts Assets and Liabilities—Trading Account Securities” above. Money in trust for segregating cash deposited by customers on security transactions mainly consists of certain Japanese government bonds which are valued using the valuation techniques described in the “Trading Account Assets and Liabilities—Trading Account Securities” above and is included in Level 1 or Level 2 of the fair value hierarchy depending on the component assets. The fair values of derivatives designated as hedging instruments are measured using the valuation techniques described in the “Trading Account Assets and Liabilities—Derivatives” above. Obligations to Return Securities Received as Collateral Obligations to return securities received as collateral under securities lending transactions are measured at fair values of securities received as collateral. The securities received as collateral consist primarily of certain Japanese and foreign government bonds, whose fair values are measured using the valuation techniques described in the “Trading Account Assets and Liabilities—Trading Account Securities” above. Other Short-term Borrowings and Long-term Debt Certain short-term borrowings and long-term debt are measured at fair values due to election of the fair value option. The fair value of these instruments are measured principally based on the discounted cash flows. Where the inputs into the valuation technique are mainly based on observable inputs, these instruments are classified in Level 2 of the fair value hierarchy. Where significant inputs are unobservable, they are classified in Level 3 of the fair value hierarchy. Market Valuation Adjustments Counterparty credit risk adjustments are made to certain financial assets such as over-the-counter derivatives. As not all counterparties have the same credit rating, it is necessary to take into account the actual credit rating of a counterparty to arrive at the fair value. In addition, the counterparty credit risk adjustment takes into account the effect of credit risk mitigation such as pledged collateral and legal right of offsets with the counterparty. For own credit risk adjustments, the MUFG Group takes into consideration all the facts and circumstances, including its own credit rating, the difference between its funding rate and market interest rate, and the existence of collateralization or netting agreements. As a result of these analyses, the MUFG Group considered that own credit risk adjustments for financial liabilities were not material. Liquidity adjustments are applied mainly to the instruments classified in Level 3 of fair value hierarchy when recent prices of such instruments are unobservable or traded in inactive or less active markets. The liquidity adjustments are based on the facts and circumstances of the markets including the availability of external quotes and the time since the latest available quote. F-129 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Model valuation adjustments such as unobservable parameter valuation adjustments may be provided when the fair values of instruments are determined based on internally developed valuation techniques. Examples of such adjustments include adjustments to the model price of certain derivatives where parameters such as correlation are unobservable. Unobservable parameter valuation adjustments are applied to mitigate the possibility of error in the model-based estimated value. Investments in Certain Entities That Calculate Net Asset Value per Share The MUFG Group has interests in investment funds mainly hedge funds, private equity funds, and real estate funds that are measured at fair value on a recurring or nonrecurring basis. Hedge funds are primarily multi-disciplinary hedge funds that employ a fundamental bottom-up investment approach across various asset classes and strategies. The MUFG Group’s investments in hedge funds are generally redeemable on a monthly-quarterly basis with 30-90 days advance notice. Private equity funds have specific investment objectives in connection with their acquisition of equity interests, such as providing financing and other support to start-up businesses, medium and small entities in a particular geographical area, and to companies with certain technology or companies in a high-growth industry. Generally, these investments cannot be redeemed with the funds, and the return of invested capital and its gains are derived from distributions received upon the liquidation of the underlying assets of the fund. It is estimated that the underlying assets of the fund would be liquidated within a ten-year period. Real estate funds invest globally and primarily in real estate companies, debt recapitalizations and direct property. These investments are generally not redeemable with the funds. Distributions from each fund will be received as the underlying investments of the funds are liquidated. It is estimated that the underlying assets of the funds would be liquidated within a four-year period. F-130 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present the financial instruments carried at fair value by level within the fair value hierarchy as of March 31, 2012 and 2013: March 31, 2012 Level 1 Level 2 Level 3 Fair Value (in millions) Assets Trading account assets: Trading securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥17,002,246 ¥ 5,316,198 ¥1,076,657 ¥23,395,101 Debt securities Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japanese prefectural and municipal bonds . . . . . . . . . . . . . . . Foreign governments and official institutions bonds . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,519,918 — 9,009,412 — 3,548,998 — — — 923,918 48,335 9,558 212 15,987 22,578 — 167,661 113,798 1,581,343 1,736,774 304,413 52,576 10,725 947,451 401,457 11,424,275 9,038,950 2,192,691 39,877 98,424 54,333 — — 149,731 501,895 10,124 395,198 — — 19,709 85,534 14,920 66,264 2,617 939 794 3,687,579 113,798 10,740,486 2,238,669 3,863,535 447,774 10,725 947,451 1,345,084 11,558,144 9,063,428 2,259,167 58,481 121,941 55,127 Investment securities: Securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,896,943 4,170,071 1,673,387 57,740,401 Debt securities Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japanese prefectural and municipal bonds . . . . . . . . . . . . . . . Foreign governments and official institutions bonds . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . . . . . . . . . . . Commercial mortgage-backed securities . . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(3)(4) 47,880,896 — 699,034 — — — — — 3,317,013 — 588,753 1,001,767 180,778 141,473 1,066,068 1,116,234 94,528 447,574 — 121,649 1,111 218,652 — 48,882,663 180,778 — 971,227 130,720 2,526,557 1,460,489 1,138,585 22,351 98,330 3,802 502,521 54,947 964 964 3,438,776 114 33,432 32,321 817,773 10,368 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥69,536,277 ¥21,130,307 ¥2,878,267 ¥93,544,851 Liabilities Trading account liabilities: Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . . . . Trading derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligation to return securities received as collateral Others(5) ¥ 172,000 112,961 32,546 105 58,413 21,897 — 3,441,984 — ¥ 2,018 11,567,211 8,969,752 2,415,311 56,424 76,044 49,680 197,854 428,460 ¥ — ¥ 112,992 59,824 42,357 9,636 777 398 — 43,536 174,018 11,793,164 9,062,122 2,457,773 124,473 98,718 50,078 3,639,838 471,996 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 3,726,945 ¥12,195,543 ¥ 156,528 ¥16,079,016 F-131 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Assets Trading account assets: Trading securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥15,613,802 ¥ 9,935,591 ¥ 631,113 ¥ 26,180,506 March 31, 2013 Level 1 Level 2 Level 3 Fair Value (in millions) Debt securities Japanese national government and Japanese government agency bonds . . . . . Japanese prefectural and municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,420,457 — 9,983,023 182,098 129,974 2,144,396 — 2,729,892 — 3,220,036 80,447 — 11,597 — — 1,129,508 307,643 14,520,461 11,175,763 3,171,002 53,874 59,075 60,747 1,210,322 52,242 6,770 511 34,062 10,899 — — — 96,255 77,089 9,881 396,071 29,526 — 22,291 73,175 31,794 21,131 15,735 3,628 887 4,602,555 129,974 12,223,674 2,806,981 3,229,917 476,518 41,123 1,129,508 1,540,256 14,645,878 11,214,327 3,192,644 103,671 73,602 61,634 Investment securities: Securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,347,228 6,024,714 472,127 58,844,069 Debt securities Japanese national government and Japanese government agency bonds . . . . . Japanese prefectural and municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign governments and official institutions bonds . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,069,738 — 319,176 1,410,216 217,075 248,398 — 1,830,100 — 1,202,128 269,343 — — 708,428 — 3,958,314 — 455,012 — 49,479,954 217,075 — 716,296 148,722 1,922,946 92,846 1,223,620 21,492 269,382 39 810,678 102,250 106,714 — 106,714 4,097,404 64 25,900 24,795 597,999 8,418 139,026 1,105 134,569 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥68,468,284 ¥30,616,440 ¥1,209,628 ¥100,294,352 Liabilities Trading account liabilities: Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ Trading derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Obligation to return securities received as collateral Others(5) 72,756 ¥ 6,057 ¥ — ¥ 124,431 43,946 274 67,551 12,660 — 2,887,425 — 14,672,597 11,126,837 3,390,222 49,312 46,753 59,473 147,122 431,773 93,641 34,044 37,937 14,354 4,432 2,874 — 121,932 78,813 14,890,669 11,204,827 3,428,433 131,217 63,845 62,347 3,034,547 553,705 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 3,084,612 ¥15,257,549 ¥ 215,573 ¥ 18,557,734 Notes: (1) (2) Includes securities under fair value option. Includes investments valued at net asset value of ¥124,627 million and ¥38,959 million at March 31, 2012 and 2013, respectively. The unfunded commitments related to these investments at March 31, 2012 and 2013 were ¥5,841 million and ¥8,644 million, respectively. These investments were mainly hedge funds. (3) Mainly comprised of receivables under resale agreements, securities received as collateral under lending transactions, money in trust for (4) (5) segregating cash deposited by customers on security transactions and derivatives designated as hedging instruments. Includes investments valued at net asset value of real estate funds, hedge funds and private equity funds, whose fair values at March 31, 2012 were ¥6,046 million, ¥4,724 million and ¥3,182 million, respectively, and those at March 31, 2013 were ¥4,276 million, ¥3,189 million and ¥2,943 million, respectively. The amounts of unfunded commitments related to these real estate funds, hedge funds and private equity funds at March 31, 2012 were ¥1,589 million, ¥1,743 million and ¥2,125 million, respectively, and those at March 31, 2013 were nil, ¥1,221 million and ¥2,028 million, respectively. Includes other short-term borrowings, long-term debt, bifurcated embedded derivatives carried at fair value and derivative liabilities designated as hedging instruments. F-132 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Transfers Between Level 1 and Level 2 During the fiscal year ended March 31, 2012, the transfers between Level 1 and Level 2 were not significant. During the fiscal year ended March 31, 2013, the transfers between Level 1 and Level 2 were as follows: Fiscal year ended March 31, 2013 Transfers out of Level 1 into Level 2(1) Transfers out of Level 2 into Level 1(1) (in millions) Assets Trading account assets: Trading securities Debt securities Japanese national government and Japanese government agency bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign governments and official institutions bonds . . . . . . . . . . Residential mortgage-backed securities . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ — — 3,247,522 5,308 Investment securities: Securities available for sale Debt securities Foreign governments and official institutions bonds . . . . . . . . . . Marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 413,515 19,026 ¥10,717 1,289 — — — 13,737 Note: (1) All transfers between Level 1 and Level 2 were assumed to have occurred at the beginning of the first-half or the second-half of the fiscal year. In general, the transfers from Level 1 into Level 2 represented securities whose fair values were measured at quoted prices in active markets at the beginning of the period but such quoted prices were not available at the end of the period. The transfers from Level 2 into Level 1 represented securities for which quoted prices in active markets became available at the end of the period even though such quoted prices were not available at the beginning of the period. For the first-half of the fiscal year ended March 31, 2013, certain residential mortgage- backed securities which are accounted for as trading securities were transferred from Level 1 to Level 2 based on an analysis of the current market activity. A certain subsidiary, based on its analysis, transferred its U.S. government sponsored agency securities, which are accounted for as Securities available for sale, from Level 1 to Level 2. F-133 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Changes in Level 3 Recurring Fair Value Measurements The following tables present a reconciliation of the assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the fiscal years ended March 31, 2012 and 2013. The determination to classify a financial instrument within Level 3 is based upon the significance of the unobservable inputs to overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 input, observable input (that is, input that are actively quoted and can be validated to external sources). Accordingly, the gains and losses in the tables below include changes in fair value due in part to observable inputs used in the valuation techniques. Total gains (losses) for the period Included in earnings Included in other comprehensive income March 31, 2011 Purchases Issues Sales Settlements (in millions) Transfer into Level 3(5) Transfer out of Level 3(5) March 31, 2012 Change in unrealized gains (losses) included in earnings for assets and liabilities still held at March 31, 2012 Assets Trading account assets: Trading securities(1) . . . . . . . . ¥1,137,411 ¥ 12,230(2) ¥ — ¥651,440 ¥ — ¥(439,127) ¥ (362,779) ¥138,929 ¥ (61,447) ¥1,076,657 ¥ 7,412(2) Debt securities Foreign governments and official institutions bonds . . . Corporate bonds . . . . . . Residential mortgage- backed securities . . . . Commercial mortgage- backed securities . . . . Asset-backed 115,557 554,364 10,062 4,595 53,688 (2,041) 39,076 (2,412) — — — — 180,506 182,004 — (143,431) — (72,379) (38,654) (224,908) 113,206(6) 25,691 — 149,731 (54,987)(6) 501,895 30,362 — (65,705) (6,180) 3,590 — (37,502) (2,752) — — — — 10,124 — 3,385 3,526 (44) — securities . . . . . . . . . . Equity securities . . . . . . . . Trading derivatives—net . . . . 353,835 20,891 (36,851) (19,907)(2) (499) 2,525 — — 2,305 — (116,052) 254,096 (4,058) 882 — — 293 (2,894) (89,722) (563) (25,587) — 32 69,757 (6,460) — (14,574) 395,198 19,709 (27,458) (260) 805 (27,094)(2) Interest rate contracts—net . . . . . . . . (59,958) 16,410 (92) — (22) Foreign exchange contracts—net . . . . . . . . . . . . Equity contracts—net Commodity contracts—net . . . . . . . . Credit derivatives—net . . . Investment securities: Securities available for 32,911 (42,595) 6,030 (10,481) 2,372 33 979 (302) (131) 379 — (8) 278 (2,850) (5) — 15 — (17) — — — — — — (7,110) 6,692 (824) (44,904) 12,483 (17,335) (1,260) 64,141 (1,336) (13,015) — 23,907 (7,019) (43,490) 4,502 (31) 149 82 178 (735) — 162 396 (149) (440) sale . . . . . . . . . . . . . . . . . . . 2,203,312 Debt securities 4,491(3) (1,999) 268,123 — (39,480) (723,693) 193,510 (230,877) 1,673,387 (9,983)(3) Japanese prefectural and municipal bonds . . . . Foreign governments 1,054 3 (2) — — — (1,055) — — — — and official institutions bonds . . . 130,409 Corporate bonds . . . . . . 2,007,972 Residential mortgage- (229) 4,984 2,258 (2,421) 3,660 185,960 — (92) — (39,120) (5,286) — 130,720 (659,580) 193,510(6) (230,816)(6)1,460,489 — backed securities . . . . Commercial mortgage- backed securities . . . . Asset-backed securities . . . . . . . . . . Other debt securities . . . Marketable equity 23,783 8,147 30,792 960 (24) 127 (374) 4 securities . . . . . . . . . . . . 195 — Other investment securities . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . 35,908 15,303 (1,897)(4) (1,353)(4) 66 343 (2,249) — 6 (68) — 3,000 — 75,467 — 36 4,102 698 — — — — — — — (206) (4,268) — — — (4,815) (48,689) — (62) (5,289) (1) — (16) (11) — — — — — — — — — — — 22,351 3,802 54,947 964 (61) 114 (65) (9,732) (2) — (191) 7 — (419) (4,268) 32,321 10,368 (1,537)(4) (1,361)(4) Total . . . . . . . . . . . . . . . . . . . . . ¥3,355,083 ¥ (6,436) ¥ 238 ¥924,656 ¥(2,894) ¥(483,897) ¥(1,112,086) ¥402,196 ¥(311,585) ¥2,765,275 ¥(32,563) Liabilities Others . . . . . . . . . . . . . . . . . . . . ¥ 18,183 ¥(42,231)(4) ¥ 6,864 Total . . . . . . . . . . . . . . . . . . . . . ¥ 18,183 ¥(42,231) ¥ 6,864 ¥ ¥ — ¥ 6,220 ¥ — ¥ 6,220 ¥ — ¥ — ¥ (17,450) ¥ 1,640 ¥ (424) ¥ 43,536 ¥(34,071)(4) (17,450) ¥ 1,640 ¥ (424) ¥ 43,536 ¥(34,071) F-134 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Total gains (losses) for the period Included in earnings Included in other comprehensive income March 31, 2012 Purchases Issues Sales Settlements (in millions) Transfer into Level 3(5) Transfer out of Level 3(5) March 31, 2013 Change in unrealized gains (losses) included in earnings for assets and liabilities still held at March 31, 2013 . . . . . . ¥1,076,657 ¥ 77,239(2) ¥ — ¥518,698 ¥ — ¥(360,580) ¥(378,767) ¥ 49,521 ¥ (351,655) ¥ 631,113 ¥ 64,764(2) Assets Trading account assets: Trading securities(1) Debt securities Foreign governments and official institutions bonds . . Corporate bonds . . . . . Residential mortgage- backed securities . . . Asset-backed 149,731 501,895 19,142 3,354 10,124 1,677 securities . . . . . . . . . 395,198 44,365 — — — — 179,907 55,147 — (205,581) (2,089) — (24,043) (223,088) 23,202 26,315(6) (46,103) 96,255 (284,445)(6)(7) 77,089 11,831 5,206 12,050 — (12,042) (1,928) 239,598 — (132,275) (129,708) — — — 9,881 1,599 (21,107) 396,071 41,748 — 4,358 4,343 19,709 (27,458) 20,344(2) — — (5,408) — 25,168 6,828 — 1,379 (2,775) — (8,593) — — — (24,964) — 4 29,392 — — (10,976) 29,526 22,291 (20,466) 4,358 22 17,466(2) (44,904) 42,457 233 2 (4) — (8,468) 8,431 3 (2,250) 38,552 23,907 (28,164) 9,275 (7,019) (5,517) 10 162 (438) (19) (115) 448 (1,852) (434) 444 485 (485) — — — (16,150) (833) — 21,644 (62) (11,122) — (16,806) 1,381 (27,532) 9,449 — — (52) (600) 539 (21) 143 — (804) (140) (1,987) (2,863) derivatives—net . . . . . 396 (2,786) 1,673,387 3,218(3) 16,083 230,505 — (14,809) (211,058) 113,491 (1,338,690) 472,127 (4,380)(3) securities . . . . . . . . . 54,947 606 8,400 85,469 — (31) — (12,843) (7,707) — 148,722 (140,840) 113,491(6) (1,338,690)(6)(7) 92,846 — 130,720 1,460,489 — 1,629 22,351 (27) 3,802 1,090 2,582 (1,855) 100 (126) 23,158 11,465 4,500 — (84) 6,980 105,889 964 114 4 32,321 10,368 (505)(4) (597)(4) 2 — — 24 875 637 — — — — — — — — (5,432) (1,855) (2,872) — (47,172) — (7,035) (80) (3,092) (1,990) — (16) — — — — — — — — — (4,370) (1) — 30 (43) 4 — — 21,492 39 — 102,250 — 106,714 — 64 (4,788) — 24,795 8,418 (618)(4) 129(4) Total . . . . . . . . . . . . . . . . . . . . ¥2,765,275 ¥ 99,699 ¥ 10,675 ¥752,094 ¥(2,775) ¥(380,471) ¥(614,805) ¥192,404 ¥(1,706,109) ¥1,115,987 ¥ 77,361 Liabilities Others . . . . . . . . . . . . . . . . . . . 43,536 (74,957)(4) (20,590) 239 2,432 — (20,907) 1,181 (96) 121,932 (61,188)(4) Total . . . . . . . . . . . . . . . . . . . . ¥ 43,536 ¥(74,957) ¥(20,590) ¥ 239 ¥ 2,432 ¥ — ¥ (20,907) ¥ 1,181 ¥ (96) ¥ 121,932 ¥(61,188) Notes: (1) (2) (3) (4) (5) All transfers out of Level 3 or into Level 3 were assumed to have occurred at the beginning of the first-half or the second-half of the Includes Trading securities under fair value option. Included in Trading account profits—net and in Foreign exchange gains (losses)—net. Included in Investment securities gains—net. Included in Trading account profits—net. fiscal year. (6) Transfer out of and transfer into Level 3 for corporate bonds were due principally to changes in the impact of unobservable credit worthiness inputs of the private placement bonds. (7) Certain private placement bonds issued by non-public companies which are accounted for as trading securities amounted to ¥223,938 million and securities available for sale amounted to ¥1,209,272 million were transferred from Level 3 to Level 2 during the fiscal year ended March 31, 2013. These transfers were due to change in the significance of the unobservable inputs used to measure fair value of the private placement bonds. F-135 Other debt securities . . . . . . . . . Equity securities . . . . . . . . . Trading derivatives—net Interest rate contracts— net . . . . . . . . . . . . . . . . Foreign exchange contracts—net . . . . . . . Equity contracts—net . . . Commodity contracts— net . . . . . . . . . . . . . . . . Credit Investment securities: Securities available for sale . . . . . . . . . . . . . . . . . Debt securities Foreign governments and official institutions bonds . . Corporate bonds . . . . . Residential mortgage- backed securities . . . Commercial mortgage- backed securities . . . Asset-backed Other debt securities . . . . . . . . . Marketable equity securities . . . . . . . . . . . Other investment securities . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Quantitative Information about Level 3 Fair Value Measurements The following table presents information on the valuation techniques, significant unobservable inputs and their ranges for each major category of assets and liabilities measured at fair value on a recurring basis and classified in Level 3: March 31, 2013 Fair value(1) Valuation technique Significant unobservable inputs Range Weighted Average(2) (in millions) Assets Trading securities and Investment securities: Foreign governments and official institutions bonds . . . . . . . . . . ¥ 33,649 Monte Carlo method Correlation between interest rate and 19,699 Return on equity method Probability of default foreign exchange rate Correlation between interest rates Corporate bonds . . . . 62,788 Discounted cash flow 1,986 Monte Carlo method 9,059 Internal model Recovery rate Market-required return on capital Probability of default Recovery rate Correlation between interest rate and foreign exchange rate Correlation between interest rates Liquidity premium Residential mortgage-backed securities, Commercial mortgage-backed securities and Asset-backed securities . . . . . . . . 72,640 Discounted cash flow 289,398 Internal model Discount factor Prepayment rate Probability of default Recovery rate Asset correlations Discount factor Prepayment rate Probability of default Recovery rate Other debt securities . . . . . . . . 29,526 Discounted cash flow 104,957 Return on equity method Probability of default Liquidity premium Recovery rate Market-required return on capital 32.5%~51.9% 41.3%~63.3% 0.0%~8.0% 25.0%~90.0% 15.0%~17.0% 0.1%~14.2% 15.0%~100.0% 32.5%~37.9% 63.3% 1.5%~2.5% 1.0%~1.2% 6.2%~14.8% 0.0%~5.2% 0.0%~76.0% 11.0%~14.0% 1.0%~4.8% 3.9%~38.3% 0.0%~84.6% 53.6%~69.8% 0.5%~0.8% 0.0%~8.0% 25.0%~90.0% 15.0%~17.0% 36.0% 62.1% 0.7% 56.2% 15.7% 4.2% 44.9% 35.2% 63.3% 2.3% 1.1% 8.8% 4.9% 65.4% 13.5% 1.5% 32.6% —(3) 67.5% 0.8% 0.6% 64.8% 16.5% F-136 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) March 31, 2013 Fair value(1) Valuation technique Significant unobservable inputs Range Trading derivatives—net: Interest rate contracts—net . . . . . . . . . . . . (2,533) Option model (in millions) Foreign exchange contracts—net . . . . . . . (16,806) Option model Equity contracts—net . . . . . . . . . . . . . . . . 1,381 Option model Credit derivative contracts—net . . . . . . . . (1,987) Option model Probability of default Correlation between interest rates Correlation between interest rate and foreign exchange rate Recovery rate Volatility Prepayment rate Probability of default Correlation between interest rates Correlation between interest rate and foreign exchange rate Correlation between underlying assets Recovery rate Correlation between interest rate and equity Recovery rate Correlation between underlying assets 0.3%~12.5% (0.1)%~97.6% 32.5%~60.2% 40.0%~51.0% 29.1%~58.3% 0.0%~2.3% 0.4%~14.2% 28.2%~80.6% 22.2%~66.3% 44.1%~82.8% 40.0%~51.0% 10.6%~52.0% 20.0%~36.8% 11.6%~88.2% Notes: (1) The fair value as of March 31, 2013 excludes the fair value of investments valued using vendor prices. (2) Weighted averages are calculated by weighting each input by the relative fair value of the respective financial instruments. (3) See “Probability of default” in “Sensitivity to and range of unobservable inputs”. Sensitivity to and range of unobservable inputs Probability of default—Probability of default is an estimate of the likelihood that the default event will occur and MUFG will be unable to collect contractual amounts. A significant increase (decrease) in the default rate would result in a significant decrease (increase) in a fair value through a decrease (increase) in the estimated cash flows. Probability of default used in Internal model of Residential mortgage-backed securities, Commercial mortgage-backed securities and Asset-backed securities represents that of underlying assets, whereas probability of default used in other valuation techniques represents the default risk of the counterparties, determined through MUFG’s credit rating system. The wide range of probability of default used in Internal model of Residential mortgage-backed securities, Commercial mortgage-backed securities and Asset-backed securities is mainly caused by Asset-backed securities. Asset-backed securities have the large number of underlying loans, mainly corporate loans, in several industries. The MUFG Group primarily makes investments in the senior tranches of such securities, with no investments in the equity portion. Thus, the MUFG Group’s investments have higher priority of payments than mezzanine and equity and even if some of underlying loans become default status, the MUFG Group may still be able to receive the full contractual payments. For derivative contracts, the MUFG Group holds positions with a large number of counterparties with various credit quality, which results in wider range of probability of default. However, the majority of counterparties have higher ratings, categorized as “Normal” in the internal credit rating system, the inputs used to estimate fair value of derivative contracts are concentrated in the lower end of the range. Discount factor and Liquidity premium—Discount factor and liquidity premium are adjustments to discount rates to reflect uncertainty of cash flows and liquidity of the instruments. When recent prices of similar F-137 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) instruments are unobservable in inactive or less active markets, discount rates are adjusted based on facts and circumstances of the markets including the availability of quotes and the time since the latest available quotes. A significant increase (decrease) in discount rate would result in a significant decrease (increase) in a fair value. Recovery rate and Prepayment rate—Recovery rate is the proportion of the total outstanding balance of a bond or loan that is expected to be collected in a liquidation scenario. For many credit securities (such as asset- backed securities), there is no directly observable market input for recovery, but indications of recovery levels are available from third-party pricing services. The assumed recovery of a security may differ from its actual recovery that will be observable in the future. Prepayment rate represents the proportion of principal that is expected to be paid prematurely in each period on a security or pool of securities. Prepayment rates change the future cash flows for the investor and thereby change the fair value of the security. Recovery rate and prepayment rate would affect estimation of future cash flows to a certain extent and changes in these inputs could result in a significant increase or decrease in fair value. Volatility—Volatility is a measure of the speed and severity of market price changes and is a key factor in pricing. Typically, instruments can become more expensive if volatility increases. A significant increase (decrease) in volatility would result in a significant increase (decrease) in fair value through a significant increase (decrease) in the value of an option. The level of volatility generally depends on the tenor of the underlying instrument and the strike price or level defined in the contract. Volatilities for certain combinations of tenor and strike are not observable. The volatility inputs used to estimate fair value of interest rate contracts are distributed throughout the range. Correlation—Correlation is a measure of the co-movement between two variables. A variety of correlation- related assumptions are required for a wide range of instruments including foreign governments and official institutions bonds, asset-backed securities, corporate bonds, derivatives and certain other instruments. In most cases, correlations used are not observable in the market and must be estimated using historical information. Changes in correlation inputs can have a major impact, favorable or unfavorable, on the value of an instrument, depending on its nature. In addition, the wide range of correlation inputs are primary due to the complex and unique nature of these instruments. There are many different types of correlation inputs, including cross-asset correlation (such as correlation between interest rate and equity), and same-asset correlation (such as correlation between interest rates). Correlation levels are highly dependent on market conditions and could have a relatively wide range of levels within or across asset classes. For interest rate contracts and foreign exchange contracts, the diversity in the portfolio held by the MUFG Group is reflected in wide ranges of correlation, as the fair values of transactions with variety of currencies and tenors are determined using several foreign exchange and interest rate curves. For equity derivative contracts, the wide range of correlation between interest rate and equity is primarily due to the large number of correlation pairs with different maturities of contracts. For credit derivative contracts, the wide range of correlation between underlying assets is primarily due to factors such as reference assets with different maturities, capital structure subordinations, and credit quality. Valuation Process for Level 3 Fair Value Measurements The MUFG Group establishes valuation policies and procedures for measuring fair value, for which the risk management departments ensure that the valuation techniques used are logically appropriate and consistent with market information and the financial accounting offices ensure that the valuation techniques are consistent with the accounting policies. F-138 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) In accordance with the valuation policies and procedures, fair value is determined by the risk management departments or similar sections that are independent of the front offices in order to ensure objectivity and validity for measuring fair value. Analysis performed on the determined fair value is periodically reported to the management. When valuation techniques are used to measure fair value, the valuation techniques are required to be pre- approved by the risk management departments. If the risk management departments determine that the techniques are not consistent with market practice, the valuation techniques are modified as necessary. Fair value measurements are verified for reasonableness by the risk management departments which are responsible to perform analytical review such as comparison with market trend and information. For broker-dealer quotes, internal price verification procedures are performed by the risk management departments. Such verification procedures include analytical review of periodic price changes, comparison analysis between periodic price changes and changes of indices such as a credit default swap index, or inquiries regarding the underlying inputs and assumptions used by the broker-dealers such as probability of default, prepayment rate and discount margin. Unobservable inputs used in a level 3 fair value measurement are internally estimated by the risk management departments based upon the market information such as observable inputs. The reasonableness of the inputs is validated by other risk management departments by comparison analysis between the market value of financial instruments using such level 3 inputs and the internally estimated fair value, if necessary. F-139 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities may be measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition. These assets are subject to fair value adjustments that result from the application of the lower of cost or fair value accounting or write-downs of individual assets. The following table presents the carrying value of assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy as of March 31, 2012 and 2013: March 31, 2012 March 31, 2013 Level 1 Level 2 Level 3 carrying value Level 1 Level 2 Level 3 Total Total carrying value (in millions) — ¥ — ¥ 32,400 10,888 19,692 332,963 ¥ 32,400 363,543 6,466 ¥ — ¥ — ¥ 11,757 18,236 351,584 ¥ 6,466 381,577 Assets Investment securities(1) . . . . . . . . ¥ Loans . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . — 1,898 78 1,976 — — 4,104 4,104 Collateral dependent loans . . . . . . . . . Premises and 10,888 17,794 332,885 361,567 11,757 18,236 347,480 377,473 equipment . . . . . . . . . — — Intangible assets . . . . . . Other assets . . . . . . . . . . 464,819 — 18,740 — 34,729 — 11,665 18,740 34,729 476,484 — — 17,105 — 8,938 549 — — 16,340 8,938 549 33,445 Investments in equity method investees(1) Other . . . . . . . . . . . . . . . 464,819 — — 6,223 — 5,442 471,042(2) 17,105 — 5,442 — 11,751 — 4,589 28,856 4,589 Total . . . . . . . ¥475,707 ¥19,692 ¥430,497 ¥925,896 ¥28,862 ¥18,236 ¥383,877 ¥430,975 Notes: (1) Includes investments valued at net asset value of ¥8,400 million and ¥4,354 million at March 31, 2012 and 2013, respectively. The unfunded commitments related to these investments are ¥4,324 million and ¥1,603 million at March 31, 2012 and 2013, respectively. These investments are private equity funds. (2) Reflected impairment losses on Morgan Stanley’s common stock, which was converted from Morgan Stanley’s convertible preferred stock on June 30, 2011. See Note 2 for the details. F-140 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table presents losses (gains) recorded as a result of nonrecurring changes in fair value for the fiscal years ended March 31, 2012 and 2013: Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Collateral dependent loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments in equity method investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Losses (Gains) for the fiscal year ended March 31, 2012 2013 (in millions) ¥ ¥ 6,060 173,242 82 173,160 11,983 30,986 584,843 581,649(1) 3,194 2,387 92,438 380 92,058 5,536 3,378 16,820 14,635 2,185 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥807,114 ¥120,559 Note: (1) Includes impairment losses on Morgan Stanley’s common stock, which was converted from Morgan Stanley’s convertible preferred stock on June 30, 2011. See Note 2 for the details on the impairment losses for the fiscal year ended March 31, 2012. Investment securities include mainly impaired cost-method investments which were written down to fair value during the period. The fair values are determined based on recent net asset value and projected future cash flows of investees. Loans include loans held for sale and collateral dependent loans. Loans held for sale are recorded at the lower of cost or estimated fair value. The fair value of the loans held for sale is based on secondary market, recent transactions or discounted cash flows. These loans are principally classified in Level 3 of the fair value hierarchy, and when quoted prices are available but not traded actively, such loans held for sale are classified in Level 2 of the fair value hierarchy. Collateral dependent loans are measured at fair value of the underlying collateral. Collaterals are comprised mainly of real estate and exchange-traded equity securities. The MUFG Group maintains an established process for internally determining the fair value of real estate, using the following valuation techniques and assumptions. Collateral dependent loans that are measured based on underlying real estate collateral are classified in Level 3 of the fair value hierarchy. ‰ ‰ ‰ Replacement cost approach. The replacement cost approach is primarily used for buildings and land they are built on. This approach calculates the fair value of the collateral using the replacement cost of the property as of the valuation date. Replacement cost tables and useful life tables used for this approach are developed by appraising subsidiaries. Sales comparison approach. The sales comparison approach is mainly used for land. The fair value of the collateral is based on Japanese government official land prices and standard land prices, considering the results of comparison analysis between the official roadside value which is used for tax purposes and the related government official land and standard land prices. Income approach. The income approach is, as a general rule, applied to all rental properties based on the highest and best use concept. This approach calculates the fair value of the collateral using expected future cash flows. In this approach, the expected annual net operating income is discounted using the related capitalization yield. The significant assumptions within the income approach are the expected F-141 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) annual net operating income and capitalization yield. The expected annual net operating income is estimated based on rental income of the property. The capitalization yield is determined based on the location and use of the property by appraising subsidiaries. The capitalization yield may be adjusted to reflect the trends in locations, occupancy rates and rent level and other factors. Premises and equipment consist of those assets which were written down to fair value. The fair values are determined based on price obtained from an appraiser or discounted cash flows. These impaired premises and equipment are classified as Level 3 of the fair value hierarchy. Intangible assets consist of those assets which were written down to fair values. The fair values are determined based on discounted cash flows. These impaired intangible assets are classified as Level 3 of the fair value hierarchy. Other assets mainly consist of investments in equity method investees which were written down to fair value due to impairment. The MUFG Group records impairment losses when a decline in fair value below cost is other than temporary. The impairment losses are included in Equity in earnings (losses) of equity method investees—net in the accompanying consolidated statements of income. When investments in equity method investees are marketable equity securities, the fair values are determined based on quoted prices. Impaired investments in equity method investees which are marketable equity securities are classified in either Level 1 or Level 2 of the fair value hierarchy. When investments in equity method investees are nonmarketable equity securities, the fair values are determined using the same methodologies as impaired nonmarketable equity securities described above. Impaired investments in equity method investees which are nonmarketable equity securities are classified in Level 3 of the fair value hierarchy. For the fiscal year ended March 31, 2012, the MUFG Group recorded impairment losses on investments in Morgan Stanley. See Note 2 for the details on the impairment losses for the fiscal year ended March 31, 2012. Fair Value Option The MUFG Group elected the fair value option for foreign currency-denominated debt securities and equity securities held by BTMU and MUTB. The election was made to mitigate accounting mismatches related to fluctuations of foreign exchange rates by allowing the gains and losses on translation of these securities to be included in current earnings. Without electing the fair value option, the gains and losses on translation of these securities would have been reflected in OCI, while the gains and losses on translation of foreign currency- denominated financial liabilities would be included in current earnings. The MUFG Group also elected the fair value option for certain financial instruments held by MUSHD’s foreign subsidiaries because those financial instruments are managed on a fair value basis, and these exposures are considered to be trading-related positions. These financial assets are included in Interest-earning deposits in other banks and Receivables under resale agreements. These financial liabilities are mainly included in Other short-term borrowings and Long-term debt. Unrealized gains and losses on such financial instruments are recognized in the accompanying consolidated statements of income. F-142 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table presents the gains or losses recorded during the fiscal years ended March 31, 2012 and 2013 related to the eligible instruments for which the MUFG Group elected the fair value option: For the fiscal years ended March 31, 2012 2013 Trading account profits (losses) Foreign exchange gains (losses) Total changes in fair value Trading account profits (losses) Foreign exchange gains (losses) Total changes in fair value (in millions) ¥ 17 ¥ — ¥ 17 ¥ — ¥ — ¥ — 1,332 — 1,332 (1,436) — (1,436) Financial assets: Interest-earning deposits in other banks . . . . . . Receivables under resale agreements(1) . . . . . . . Trading account securities . . . . . . . . . . Other assets . . . . . . . . . . 439,854 — 57,055 — 496,909 — 311,827 (469) 2,185,903 — 2,497,730 (469) Total . . . . . . . . . . . ¥441,203 ¥57,055 ¥498,258 ¥309,922 ¥2,185,903 ¥2,495,825 Financial liabilities: Other short-term borrowings(1) . . . . . . . . . . . . Long-term debt(1) ¥ (1,310) (35,336) ¥ — ¥ (1,310) (35,336) — ¥ 1,542 22,097 Total . . . . . . . . . . . ¥ (36,646) ¥ — ¥ (36,646) ¥ 23,639 ¥ ¥ — ¥ — 1,542 22,097 — ¥ 23,639 Note: (1) Change in value attributable to the instrument-specific credit risk related to those financial assets and liabilities are not material. The following table presents the differences between the aggregate fair value and the aggregate remaining contractual principal balance outstanding as of March 31, 2012 and 2013 for long-term receivables and debt instruments for which the fair value option has been elected: 2012 2013 Remaining aggregate contractual amounts outstanding Fair value Fair value over (under) remaining aggregate contractual amounts outstanding Remaining aggregate contractual amounts outstanding (in millions) Fair value over (under) remaining aggregate contractual amounts outstanding Fair value Financial assets: Receivables under resale agreements . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . ¥ 26,000 — ¥ 26,056 — Total . . . . . . . . . . . . . . . . . ¥ 26,000 ¥ 26,056 ¥ ¥ 56 — 56 ¥ ¥ — ¥ — ¥ 3,000 3,006 3,000 ¥ 3,006 ¥ — 6 6 Financial liabilities: Long-term debt . . . . . . . . . . . . ¥664,095 ¥524,758 ¥(139,337) ¥650,382 ¥564,845 ¥(85,537) Total . . . . . . . . . . . . . . . . . ¥664,095 ¥524,758 ¥(139,337) ¥650,382 ¥564,845 ¥(85,537) F-143 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Interest income and expense and dividend income related to the assets and liabilities for which the fair value option is elected are measured based on the contractual rates and reported in the accompanying consolidated statements of income as either interest income or expense, depending on the nature of the related asset or liability. Estimated Fair Value of Financial Instruments In addition to financial instruments measured and disclosed on a fair value basis, the disclosure of the estimated fair value of financial instruments that are not carried at fair value is also required. The following is a summary of carrying amounts and estimated fair values of financial instruments which are not carried at fair value on the accompanying consolidated balance sheets as of March 31, 2012: March 31, 2012 Carrying amount Estimated fair value (in billions) Financial 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities(1) Loans, net of allowance for credit losses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 3,230 5,898 451 4,456 3,283 2,692 91,013 5,669 ¥ 3,230 5,898 451 4,456 3,283 2,930 92,083 5,669 Financial liabilities: Deposits Non-interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due to trust account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 17,688 121,876 139,564 2,796 13,573 4,979 627 10,857 12,081 5,245 ¥ 17,688 121,947 139,635 2,796 13,573 4,979 627 10,857 12,311 5,245 Notes: (1) (2) Includes impaired securities measured at fair value on a nonrecurring basis. Refer to “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” for the details of the level classification. Includes loans held for sale and collateral dependent loans measured at fair value on a nonrecurring basis. Refer to “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” for the details of the level classification. F-144 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 by level within the fair value hierarchy of financial instruments which are not carried at fair value on the accompanying consolidated balance sheets as of March 31, 2013: Financial 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities(1) . . . . . . . . . . . . . . . . . . . . . . . . Loans, net of allowance for credit losses(2) . . . . . . . . Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . Financial liabilities: Deposits Non-interest-bearing . . . . . . . . . . . . . . . . . . . . . . Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . Call money and funds purchased . . . . . . . . . . . . . . . . Payables under repurchase agreements . . . . . . . . . . . Payables under securities lending transactions . . . . . Due to trust account . . . . . . . . . . . . . . . . . . . . . . . . . . Other short-term borrowings . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . March 31, 2013 Estimated fair value Total Level 1 Level 2 Level 3 (in billions) ¥ 3,619 8,112 619 5,660 ¥3,619 — — — ¥ — ¥ — — — — 8,112 619 5,660 2,615 2,778 98,729 5,132 — 272 12 — 2,615 495 284 5,132 — 2,011 98,433 — ¥ 18,810 129,480 148,290 4,011 15,700 3,993 633 11,604 11,980 4,753 ¥ — ¥ 18,810 — 129,480 — 148,290 4,011 — 15,700 — 3,993 — 633 — 11,604 — 11,969 — 4,753 — ¥ — — — — — — — — 11 — Carrying amount ¥ 3,619 8,112 619 5,660 2,615 2,492 97,254 5,132 ¥ 18,810 129,420 148,230 4,011 15,700 3,993 633 11,604 11,622 4,753 Notes: (1) (2) Includes impaired securities measured at fair value on a nonrecurring basis. Refer to “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” for the details of the level classification. Includes loans held for sale and collateral dependent loans measured at fair value on a nonrecurring basis. Refer to “Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis” for the details of the level classification. The following section describes the valuation techniques adopted by the MUFG Group to estimate fair values of financial instruments that are not recorded at fair value on the accompanying consolidated balance sheets. Cash and due from banks, Interest-earning deposits in other banks, Call loans and funds sold, Receivables under resale agreements and Receivable under securities borrowing transactions—For cash and due from banks including interest-earning deposits in other banks, call loans and funds sold, receivables under resale agreements and receivable under securities borrowing transactions, the carrying amounts are a reasonable estimate of the fair values because of their short-term nature and limited credit risk. Investment securities—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 readily available quoted prices or secondary market prices. The fair values of certain nonmarketable equity F-145 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) securities, such as preferred stock convertible to marketable common stock issued by public companies are determined by utilizing commonly accepted valuation technique to derive a fair value using the present value of dividend cash flows and option prices. For option prices, the Trinomial Tree Method determines possible paths of future stock prices using a forward rate for a common stock, and the price is calculated by multiplying the possible paths of future stock prices by the expected cash flows generated from the probability of exercising options or upon exercising of the options. Inputs used in the valuation include but are not limited to stock price, volatility and credit spread. The valuation is performed on a quarterly basis. At the time of any sale, the MUFG Group generally separately calculates a valuation to be used in sales price negotiations with the counterparty. The price agreed between the MUFG Group and a counterparty is also used as a reference for validating the appropriateness of previous valuations of the investment. The MUFG Group performs periodic validation of the valuation technique. Specifically, the sensitivity and appropriateness of the inputs are verified by using different valuation technique employed by the MUFG Group. It is not practicable for the MUFG Group to estimate the fair value of other nonmarketable securities issued by nonpublic companies for which a quoted price is not available. For these securities, the MUFG Group is unable to estimate fair value without incurring undue cost because they comprise investments in numerous nonpublic companies and each investment represents an insignificant percentage relative to each company. Therefore, the above summary does not include the carrying amounts of such investment securities. The carrying amounts not included in the above summary are ¥570 billion and ¥504 billion at March 31, 2012 and 2013, respectively. Loans—The fair value of loans are estimated by discounting expected future cash flows based on types of loans, internal ratings and possibility of prepayment using the discount rates which include adjustments to reflect the expectations about possible variations to the current market rates. For certain residential loans with variable interest rates provided to individual home owners, the carrying amount is presented as the fair value since such carrying amount approximates the fair value, unless the creditworthiness of the borrower has changed significantly since the loan origination. Where quoted prices or estimated fair values are available, primarily for loans to refinancing countries, loans held for sales and certain other foreign loans, the fair values are based on such market prices and estimated fair values, including secondary market prices. For receivables from bankrupt, virtually bankrupt, and likely to become bankrupt borrowers, credit loss is estimated based mainly on the expected amount to be collected from collaterals and guarantees. The carrying amount is presented as the fair value since the fair value approximates such carrying amount. 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 ¥1,131 billion and ¥1,274 billion at March 31, 2012 and 2013, respectively. Non-interest-bearing deposits, Call money and funds purchased, Payables under repurchase agreements and Payable under securities lending transactions—For non-interest-bearing deposits, the amount payable on demand as of the consolidated balance sheet date (i.e., the carrying amount) is considered to be the fair value. For call money and funds purchased, payables under repurchase agreements and payable under securities lending transactions, the carrying amount are reasonable estimate of the fair value because of their short-term nature and limited credit risk. Interest–bearing deposits—For variable rate time deposits, the carrying amount is presented as the fair value because the market interest rate is reflected in such deposits within a short time period. Fixed rate time deposits are grouped by certain maturity lengths. The fair value of such deposits are estimated by discounting expected future cash flows using the discount rates that would be applied to newly accepted deposits. F-146 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Due to trust account—Since these are cash deposits with no maturity, the carrying amount is presented as the fair value as the fair value approximates such carrying amount. Other short-term borrowings—For most other short-term borrowings, the carrying amount is presented as the fair value since such carrying amount approximates the fair value because of their short-term nature and limited credit risk. Long-term debt—The fair value of corporate bonds issued by the MUFG Group is determined based on quoted prices of those corporate bonds. The fair value of fixed rate corporate bonds without quoted prices is the present value of expected future cash flow from these borrowings, which is discounted at an interest rate generally applicable to similar borrowings reflecting premium applicable to the MUFG Group. For variable rate corporate bonds without quoted prices, the carrying amount of such bonds is presented as the fair value since such carrying amount approximates the fair value. This is on the basis that the market interest rate is reflected in the fair value of such corporate bonds because such bond terms were set within a short time period and that there has been no significant impact on the fair value of those bonds. 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, 2012 and 2013 was not material. The fair value estimates presented herein are based on pertinent information available to management at March 31, 2012 and 2013. These amounts have not been comprehensively reevaluated since that date, and therefore, current estimates of fair values may have changed significantly from the amounts presented herein. 30. STOCK-BASED COMPENSATION The following describes the stock-based compensation plans of MUFG, BTMU, MUTB, MUSHD, MUMSS and UNBC. MUFG, BTMU, MUTB, MUSHD and MUMSS MUFG, BTMU, MUTB, MUSHD and MUMSS have a stock-based compensation plan for directors, executive officers and corporate auditors and senior fellows (“officers”). The awards under the stock-based compensation plan are a type of stock option (referred to as “Stock Acquisition Rights”) to officers of MUFG, BTMU, MUTB, MUSHD and MUMSS. The Stock Acquisition Rights are normally issued and granted to these officers once a year. The class of shares to be issued or transferred on exercise of the Stock Acquisition Rights is common stock of MUFG. The number of shares to be issued or transferred on exercise of each Stock Acquisition Right (“number of granted shares”) is 100 shares. In the event of stock split or stock merger of common stock of MUFG, the number of granted shares shall be adjusted in accordance with the ratio of stock split or stock merger. F-147 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) If any events occur that require the adjustment of the number of granted shares (e.g., mergers, consolidations, corporate separations or capital reductions of MUFG), MUFG shall appropriately adjust the number of granted shares to a reasonable extent. The contractual term of the Stock Acquisition Rights is approximately 30 years from the date of grant. Some of the Stock Acquisition Rights vest on the date of grant and the rest of the rights graded-vest depending on the holders’ service periods as officers. The Stock Acquisition Rights are only exercisable after the date on which the following conditions are met: (1) holder as a director or an executive officer loses the status of both director and executive officer, and (2) holder as a corporate auditor loses the status of a corporate auditor, and (3) holder as a senior fellow loses the status of a senior fellow. The exercise price is ¥1 per share. The following is a summary of the Stock Acquisition Rights transactions of MUFG, BTMU, MUTB, MUSHD and MUMSS for the fiscal year ended March 31, 2013: Fiscal year ended March 31, 2013 Number of shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value (in years) (in millions) Outstanding, beginning of fiscal year . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited or Expired . . . . . . . . . . . . . . . . . . . 19,374,200 8,373,600 (4,051,500) (121,500) Outstanding, end of fiscal year . . . . . . . . . . . . . . 23,574,800 ¥ ¥ 1 1 1 1 1 Exercisable, end of fiscal year . . . . . . . . . . . . . . . — ¥ — 28.04 — ¥13,131 ¥ — The fair value of the Stock Acquisition Rights is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions described in the following table. The risk-free rate is based on the Japanese government bonds yield curve in effect at the date of grant based on the expected term. The expected volatility is based on the historical data from traded common stock of MUFG. The expected term is based on the average service period of officers of MUFG, BTMU, MUTB, MUSHD and MUMSS, which represents the expected outstanding period of the Stock Acquisition Rights granted. The expected dividend yield is based on the dividend rate of common stock of MUFG at the date of grant. Fiscal years ended March 31, 2011 2012 2013 Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.23% 43.97% 4 years 2.91% 0.29% 44.96% 4 years 3.13% 0.11% 40.48% 4 years 3.18% The weighted-average grant date fair value of the Stock Acquisition Rights granted for the fiscal years ended March 31, 2011, 2012 and 2013 was ¥36,600, ¥33,700 and ¥33,100 per 100 shares, respectively. The MUFG Group recognized ¥2,839 million, ¥2,771 million and ¥2,862 million of compensation costs related to the Stock Acquisition Rights with ¥1,155 million, ¥1,127 million and ¥1,088 million of the corresponding tax benefit for the fiscal years ended March 31, 2011, 2012 and 2013, respectively. As of March 31, 2013, the total unrecognized compensation cost related to the Stock Acquisition Rights was ¥552 million and it is expected to be recognized over three months. F-148 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Cash received from the exercise of the Stock Acquisition Rights for the fiscal years ended March 31, 2011, 2012 and 2013 was ¥3 million, ¥4 million and ¥4 million, respectively. The actual tax benefit realized for the tax deductions from exercise of the Stock Acquisition Rights for the fiscal years ended March 31, 2011, 2012 and 2013 was ¥836 million, ¥821 million and ¥675 million, respectively. UNBC UnionBanCal Corporation Stock Bonus Plan (“Stock Bonus Plan”) Effective as of April 27, 2010, UNBC adopted the Stock Bonus Plan. Under the Stock Bonus Plan, UNBC grants restricted stock units settled in American Depositary Shares (“ADSs”) representing shares of common stock of UNBC’s indirect parent company, MUFG, to key employees at the discretion of the Executive Compensation and Benefits Committee of the Board of Directors (“the Committee”). The Committee determines the number of shares, vesting requirements and other features and conditions of the restricted stock units. Under the Stock Bonus Plan, MUFG ADSs are purchased in the open market upon the vesting of the restricted stock units, through a revocable trust. There is no amount authorized to be issued under the Plan since all shares are purchased in the open market. These awards generally vest pro-rata on each anniversary of the grant date and become fully vested three years from the grant date, provided that the employee has completed the specified continuous service requirement. Generally, the grants vest earlier if the employee dies, is permanently and totally disabled, retires under certain grant, age and service conditions, or terminates employment under certain conditions. Under the Stock Bonus Plan, the restricted stock unit participants do not have dividend rights, voting rights or other stockholder rights. The grant date fair value of these awards is equal to the closing price of the MUFG ADSs on date of grant. The following table is a summary of the Stock Bonus Plan: Grant Date Grant Date Units Granted Fair Value of Stock Vesting Duration Pro-rata Vesting Date November 15, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 15, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 15, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 15, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . July 15, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,995,505 4,754,105 180,740 4,816,795 74,175 $4.72 4.69 4.94 4.78 4.72 3 years 3 years 3 years 3 years 3 years April 15 April 15 July 15 April 15 July 15 The following table is a rollforward of the restricted stock units under the Stock Bonus Plan for the fiscal years ended December 31, 2011 and 2012: Units outstanding, beginning of year Activity during the year: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,943,590 7,138,334 Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,934,845 1,435,268 304,833 4,890,970 2,920,392 251,028 Units outstanding, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,138,334 8,857,884 Restricted Stock Units 2011 2012 F-149 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table is a summary of UNBC’s compensation costs, the corresponding tax benefit for the fiscal years ended December 31, 2010, 2011 and 2012, and unrecognized compensation costs as of December 31, 2010, 2011 and 2012: Compensation costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrecognized compensation costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 263 88 1,304 (in millions) ¥1,198 479 1,710 ¥1,437 559 2,251 December 31, 2010 2011 2012 31. 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 ¥4,932,837 million, in accordance with the statutory reserve requirements under the Company Law at March 31, 2013 (see Notes 17 and 19). The following table presents the parent company only financial information of MUFG: Condensed Balance Sheets Assets: 2012 2013 (in millions) Cash and interest-earning deposits with banks . . . . . . . . . . . . . . . . . . . . . . . . . . Investments in subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 132,431 10,788,927 66,227 ¥ 127,303 12,849,434 56,435 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥10,987,585 ¥13,033,172 Liabilities and Shareholders’ equity: Short-term borrowings from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt from subsidiaries and affiliated companies . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,849,072 383,903 28 171,424 ¥ 1,873,336 384,107 59 166,875 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,404,427 2,424,377 Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,583,158 10,608,795 Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . ¥10,987,585 ¥13,033,172 F-150 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Condensed Statements of Income Income: Dividends from subsidiaries and affiliated companies . . . . . . . . . . . . . . Dividends from Morgan Stanley(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on conversion rate adjustment of Morgan Stanley’s convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management fees from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 2012 2013 (in millions) ¥341,687 71,216 ¥270,923 ¥ 220,050 —(1) —(1) — 139,320 16,708 99 32,237 5,614 16,510 102 93,310 1,923 — 17,154 77 (59,375) 634 Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 524,748 464,901 178,540 Expense: Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense to subsidiaries and affiliated companies . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,981 42,752 2,856 934 60,523 14,515 37,905 1,196 923 54,539 15,952 30,501 1,122 2,620 50,195 Equity in undistributed net income of subsidiaries and affiliated companies—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,751 55,139 937,673 Income before income tax expense (benefit) Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 516,976 64,331 465,501 49,270 1,066,018 (3,106) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥452,645 ¥416,231 ¥1,069,124 Note: (1) Dividends from Morgan Stanley for the fiscal year ended March 31, 2012 and 2013 are included in Dividends from subsidiaries and affiliated companies since Morgan Stanley became an affiliated company on June 30, 2011. See Note 2 for more information. F-151 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Condensed Statements of Cash Flows 2011 2012 2013 (in millions) Operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 452,645 (111,730) ¥ 416,231 (133,368) ¥1,069,124 (858,288) Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . 340,915 282,863 210,836 Investing activities: Proceeds from sales and redemption of stock investment in subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . 250,000 17,371 21,160 Purchases of equity investments in subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net decrease (increase) in interest-earning deposits with banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net (89,042) (70,502) (1,486) (20,000) 18,696 (7,245) Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,970 8,822 (3,838) 8,996 (10,623) 15,695 Financing activities: Net increase (decrease) in short-term borrowings from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of long-term debt to subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . Payments for acquisition of preferred stock . . . . . . . . . . . . . . . . . . . . . Payments to acquire treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other—net 531,197 (230,025) 66,600 (8) (34,989) (20) (295,652) 4 (250,000) (30) (190,455) (386) (169,710) 3 — (12) (187,616) (1,346) — 1 — (16) (187,778) (212) Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (435,347) (292,089) (223,014) Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of fiscal year . . . . . . . . . . . . . . . . . (5,462) 16,488 (404) 11,026 3,517 10,622 Cash and cash equivalents at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . ¥ 11,026 ¥ 10,622 ¥ 14,139 32. SEC REGISTERED FUNDING VEHICLES ISSUING 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 registered with the SEC and 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-152 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. These funding vehicles 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. All 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 funding vehicles and subject to necessary government approvals. The Preferred Securities are non-dilutive and not convertible into MUFG’s common shares. The Preferred Securities were included as part of MUFG’s Tier I capital at March 31, 2012 and 2013 under its capital adequacy requirements. These funding vehicles are not consolidated as the MUFG Group’s subsidiaries. See Note 23 for discussion. The funds raised through such funding vehicles are primarily loaned to the MUFG Group and presented as Long- term debt in the accompanying consolidated balance sheet at March 31, 2012 and 2013. On July 25, 2011, MUFG redeemed a total of ¥120,000,000,000 of non-cumulative and non-dilutive perpetual preferred securities issued by MUFG Capital Finance 3 Limited. 33. SUBSEQUENT EVENTS Approval of Dividends On June 27, 2013, the shareholders approved the payment of cash dividends to the shareholders of record on March 31, 2013, of ¥57.50 per share of Class 5 Preferred Stock, ¥2.65 per share of Class 11 Preferred Stock, totaling ¥8,970 million, and ¥7.00 per share of Common stock, totaling ¥99,109 million. Stock Acquisition Rights On July 17, 2013, MUFG allotted the directors (excluding outside directors), executive officers and senior fellows of MUFG, BTMU, MUTB, MUSHD and MUMSS stock acquisition rights to acquire an aggregate amount of 2,951,500 shares of MUFG’s common stock. The stock acquisition rights have an exercise price of ¥1 per common share, and are exercisable until July 16, 2043. Partial Amendment to the Articles of Incorporation On June 27, 2013, amendments to the Articles of Incorporation were made with respect to Class 3 Preferred Stock. As a result, the aggregate number of shares authorized to be issued by MUFG was decreased by 120,000,000 shares, and the aggregated number of Class 3 Preferred Shares authorized to be issued was deleted. Acquisition of Krungsri On July 2, 2013, BTMU entered into a share tender agreement with GE Capital International Holdings Corporation, (“GE Capital”), regarding GE Capital’s shareholding in Bank of Ayudhya Public Company Limited (“Krungsri”), in Thailand. F-153 MITSUBISHI UFJ FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Subject to satisfactory regulatory approvals, corporate approvals and fulfillment of certain conditions, BTMU will launch a Voluntary Tender Offer (“VTO”) for Krungsri shares at THB39 per share, aiming to take a majority stake in Krungsri. There is no minimum or maximum acceptance condition for the tender offer. If BTMU acquires expected maximum of approximately 75% of Krungsri’s total outstanding shares through the tender offer, the total purchase price will be approximately ¥560 billion based on the currency exchange rate of ¥3.16 to the Thai baht. Krungsri is the fifth-largest commercial bank in Thailand offering diversified financial services while holding wide range of client base and market knowledge. As a part of a strategy designed to further develop BTMU’s business in Asia, the investment in Krungsri aims to establish a full-fledged commercial banking platform in Asia. The acquisition of Krungsri and BTMU’s existing branch in Thailand will mutually complement each other by providing comprehensive financial services for various local customers and multi- national corporate customers. * * * * * F-154 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/ NOBUYUKI HIRANO Nobuyuki Hirano President & Chief Executive Officer Date: July 22, 2013 Exhibit 1(a) 1(b) 1(c) 1(d) 2(a) 2(b) 8 11 12 13 EXHIBIT INDEX Description Articles of Incorporation of Mitsubishi UFJ Financial Group, Inc., as amended on June 27, 2013. (English translation) Board of Directors Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on December 24, 2010. (English translation)** Corporation Meetings Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on December 24, 2010. (English translation)** Share Handling Regulations of Mitsubishi UFJ Financial Group, Inc., as amended on June 26, 2009. (English Translation)* 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 Mellon and the holders from time to time of American Depositary Receipts issued thereunder.*** Subsidiaries of the Company—see “Item 4.C. Information on the Company—Organizational Structure.” Principles of Ethics and Conduct, Compliance Rules, Compliance Manual, and Rules of Employment of Mitsubishi UFJ Financial Group, Inc. applicable to its principal executive officer, principal financial officer, principal accounting officer and 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). 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE XBRL Instance Document XBRL Schema Document XBRL Calculation Linkbase Document XBRL Definition Linkbase Document XBRL Label Linkbase Document XBRL Presentation Linkbase Document Notes: Incorporated by reference to our annual report on Form 20-F (File No. 333-98061-99) filed on September 2, 2009. * ** Incorporated by reference to our annual report on Form 20-F (File No. 000-54189) field on July 28, 2011. *** Incorporated by reference to our annual report on Form 20-F (File No. 000-54189) field on July 23, 2012. Exhibit 1(a) [Translation] (Trade Name) Article 1. ARTICLES OF INCORPORATION OF MITSUBISHI UFJ FINANCIAL GROUP, INC. CHAPTER I. GENERAL PROVISIONS 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. 1. Public notices of the Company shall be given by way of electronic public notice. 2. In cases where the Company is unable to give an electronic public notice due to unavoidable circumstances, 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-three billion eight hundred million one thousand (33,800,001,000) 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 million (400,000,000) 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 million (200,000,000) 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 million (200,000,000) in total. Ordinary Shares: thirty-three billion (33,000,000,000) shares The First Series of Class 5 Preferred Shares: four hundred million (400,000,000) shares The Second Series of Class 5 Preferred Shares: four hundred million (400,000,000) shares The Third Series of Class 5 Preferred Shares: four hundred million (400,000,000) shares The Fourth Series of Class 5 Preferred Shares: four hundred million (400,000,000) shares The First Series of Class 6 Preferred Shares: two hundred million (200,000,000) shares The Second Series of Class 6 Preferred Shares: two hundred million (200,000,000) shares The Third Series of Class 6 Preferred Shares: two hundred million (200,000,000) shares The Fourth Series of Class 6 Preferred Shares: two hundred million (200,000,000) shares The First Series of Class 7 Preferred Shares: two hundred million (200,000,000) shares The Second Series of Class 7 Preferred Shares: two hundred million (200,000,000) shares The Third Series of Class 7 Preferred Shares: two hundred million (200,000,000) shares The Fourth Series of Class 7 Preferred Shares: two hundred million (200,000,000) shares Class 11 Preferred Shares: one thousand (1,000) shares 2 (Number of Shares Constituting One (1) Unit of Shares) Article 7. The number of shares constituting one (1) unit of shares of the Company shall be one hundred (100) with respect to Ordinary Shares and each class of Preferred Shares, respectively. (Rights Pertaining to Fractional Unit Shares) Article 8. A Shareholder of the Company may not exercise any rights with respect to fractional unit shares held by such shareholder, except for the following: 1. 2. 3. The rights provided for in each item of Article 189, Paragraph 2 of the Company Law; The right to make a request pursuant to Article 166, Paragraph 1 of the Company Law; The right to receive an allotment of offered shares and offered stock acquisition rights in proportion to the number of shares held by such shareholder; and 4. The right to make a request provided for in the following Article. (Request for Sale of Fractional Unit Shares) Article 9. A shareholder of the Company may request the Company to sell to the shareholder such number of shares which will, when combined with the fractional unit shares already held by such shareholder, constitute one (1) full unit of shares pursuant to the Share Handling Regulations. (Record Date) Article 10. 1. The Company shall deem the shareholders whose names have been entered or recorded in the latest register of shareholders 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. 2. The provision of the preceding paragraph shall apply mutatis mutandis to the record date for voting rights at general meetings of class shareholders, where there is a matter to be resolved at an ordinary general meeting of shareholders that requires, in addition to such resolution, a resolution by the relevant general meeting of class shareholders. 3. In addition to the preceding two paragraphs of this article, 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 as the shareholders or the registered share pledgees entitled to exercise their rights. (Transfer Agent) Article 11. 1. The Company shall have a share transfer agent. 2. The share transfer agent and the handling office thereof shall be designated by resolution of the Board of Directors, and public notice thereof shall be given. 3. The establishment and retention of the register of shareholders and the register of stock acquisition rights of the Company and any other businesses with respect to the register of shareholders and the register of stock acquisition rights of the Company shall be handled by the share transfer agent, not by the Company. 3 (Share Handling Regulations) Article 12. The registration of transfers of shares, the registration of pledges on shares, the entries or records in the register of shareholders and 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. CHAPTER III PREFERRED SHARES (Preferred Dividends) Article 13. 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”) or registered share pledgees who hold pledges over Ordinary Shares (hereinafter referred to as the “Registered Ordinary Share Pledgees”) ; provided, however, that in the event that the Preferred Interim Dividends provided for in Article 14 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. The First to the Fourth Series of Class 5 Preferred Shares: 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 (250) yen per share per year The First to the Fourth Series of Class 6 Preferred Shares: 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 (125) yen per share per year The First to the Fourth Series of Class 7 Preferred Shares: Amount to be determined by resolution of the Board Class 11 Preferred Shares: of Directors adopted at the time of issuance of the Class 7 Preferred Shares, up to one hundred twenty- five (125) yen per share per year Five and thirty hundredths (5.30) yen per share per year 4 2. 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. 3. 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 14. In the event of payment of Interim Dividends provided for in Article 50 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 or Registered Ordinary Share Pledgees. The First to the Fourth Series of Class 5 Preferred Shares: 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 (125) yen per share The First to the Fourth Series of Class 6 Preferred Shares: 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 and fifty hundredths (62.50) yen per share 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 7 Preferred Shares, up to sixty-two and fifty hundredths (62.50) yen per share Class 11 Preferred Shares: Two and sixty-five hundredths (2.65) yen per share 5 (Distribution of Residual Assets) Article 15. 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 or Registered Ordinary Share Pledgees in such respective amount as prescribed below: The First to the Fourth Series of Class 5 Preferred Shares: Two thousand five hundred (2,500) yen per share The First to the Fourth Series of Class 6 Preferred Shares: Two thousand five hundred (2,500) yen per share The First to the Fourth Series of Class 7 Preferred Shares: Two thousand five hundred (2,500) yen per share Class 11 Preferred Shares: One thousand (1,000) 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 16. 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 17. 1. Unless otherwise provided for by laws or regulations, the Company shall not consolidate or split any Preferred Shares. 2. The Company shall not grant the Preferred Shareholders any rights to be allotted shares or stock acquisition rights. 3. The Company shall not grant the Preferred Shareholders any rights for the free allotment of shares or stock acquisition rights. (Provisions for Acquisition) Article 18. 1. In respect of 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. 6 2. Partial acquisition shall be effected pro rata or in lot. (Right to Request Acquisition) Article 19. 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 11 Preferred Shares may request acquisition of such Preferred Shares during the period in which such Preferred Shareholder is entitled to request acquisition as provided for in Attachment, in exchange for Ordinary Shares of the Company in the number as is calculated by the formula provided for in such Attachment. (Mandatory Acquisition) Article 20. 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 are 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 Class 11 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 one thousand (1,000) yen per 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 the first decimal place when the fraction is equal to or more than 0.05 yen, discarding amounts less than 0.05 yen. If the average price is less than eight hundred two and sixty hundredths (802.60) yen, the Preferred Shares shall be acquired in exchange for Ordinary Shares in the number as is obtained by dividing one thousand (1,000) yen per share by eight hundred two and sixty hundredths (802.60) yen. 3. After issuance of the Second to the Fourth Series of Class 5 Preferred Shares, the First to the Fourth Series of Class 6 Preferred Shares and/or the First to the Fourth Series of Class 7 Preferred Shares, upon the occurrence of a certain event that requires the acquisition of the relevant Preferred Shares pursuant to the capital 7 adequacy requirements applicable to the Company and which event shall be determined by resolution of the Board of Directors adopted at the time of the issuance of the relevant Preferred Shares, the Company shall mandatorily acquire the relevant Preferred Shares in whole on an acquisition date which falls after the occurrence of the certain event. The acquisition date shall be either of a certain date which falls after the occurrence of the relevant certain event and which date shall be determined by such resolution of the Board of Directors, giving due consideration to such capital adequacy requirements and other factors, or a date separately determined by the Company by resolution of the Board of Directors adopted after the occurrence of the relevant certain event. The Company shall mandatorily acquire the relevant Preferred Shares in exchange for Ordinary Shares or free of consideration, and whether such acquisition shall be made in exchange for Ordinary Shares or free of consideration shall be determined by resolution of the Board of Directors adopted at the time of issuance of the relevant Preferred Shares, giving due consideration to the market conditions and other factors. The formula for calculating the number of Ordinary Shares in case where the relevant Preferred Shares shall be acquired in exchange for Ordinary Shares shall be determined by resolution of the Board of Directors adopted at the time of issuance of the relevant Preferred Shares, giving due consideration to the market price of Ordinary Shares, the subscription price of the relevant Preferred Shares and other factors. 4. In the calculation of the number of Ordinary Shares provided for in the preceding three paragraphs 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 21. 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 22. The provisions set forth in Article 51 of these Articles shall apply mutatis mutandis to the payment of Preferred Dividends and Preferred Interim Dividends. CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS (Convocation) Article 23. 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 24. 1. The President and Director of the Company shall act as chairman of general meetings of shareholders. 2. 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. 8 (Disclosure via Internet and Deemed Delivery of Reference Documents, etc. Shareholders) for General Meetings of Article 25. 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 26. 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 27. 1. 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. 2. 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. (Minutes) Article 28. 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 29. 1. The provisions of Articles 24, 25, 27 and 28 of these Articles shall apply mutatis mutandis to general meetings of class shareholders. 2. The provisions of Article 26, 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. 3. The provisions of Article 26, 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. 9 CHAPTER V. DIRECTORS AND BOARD OF DIRECTORS (Number of Directors and Method of Election) Article 30. 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 31. 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 32. 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. The Board of Directors shall, by resolution, appoint the President and Director. 4. 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. (Board of Directors) Article 33. 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. 10 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 34. Remuneration, etc. for Directors shall be determined by resolution of general meeting of shareholders. (Exemption from Liability of Directors) Article 35. 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 36. 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. CHAPTER VI. CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS (Number of Corporate Auditors and Method of Election) Article 37. 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. 11 (Term of Office) Article 38. 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 39. The Board of Corporate Auditors shall appoint several full-time Corporate Auditors from among the Corporate Auditors. (Board of Corporate Auditors) Article 40. 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 41. Remuneration, etc. for Corporate Auditors shall be determined by resolution of general meeting of shareholders. (Exemption from Liability of Corporate Auditors) Article 42. 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 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 43. 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. 12 CHAPTER VII. ACCOUNTING AUDITOR (Method of Election) Article 44. The Accounting Auditor shall be elected at a general meeting of shareholders. (Term of Office) Article 45. 1. 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. 2. 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 46. 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 47. The business year of the Company shall commence on April 1 of each year and end on March 31 of the following year. (Acquisition of Own Shares) Article 48. 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 49. 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 of March 31 of each year. 13 (Interim Dividends) Article 50. 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 of September 30 of each year. (Prescription Period for Payment of Dividends) Article 51. 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 June 29, 2006 June 28, 2007 June 26, 2009 June 27, 2013 (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. ) (However, the Amendments to Article 6, Article 8 through Article 16, Article 19, Article 21, Article 50 and Article 51 (except for the deletions in the Articles of Incorporation pertaining to Class 9 Preferred Shares and Class 10 Preferred Shares) shall be effective from September 30, 2007.) 15 (Attachment) 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 Acquisition price x 1,000 yen In the calculation of the number of the Ordinary Shares to be delivered in exchange for the acquisition, such number shall be calculated by rounding up to the nearest tenth whole number. In the calculation of the number of Ordinary Shares provided for above, if any shares less than one (1) unit are yielded, such fractions shall be deemed to be exercised and an amount of cash equivalent to the value of such fractional unit shares shall be paid. 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 (1) yen being rounded up to the nearest one (1) 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 (1) 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. 16 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 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 (100) yen, the acquisition price after adjustment shall be one hundred (100) 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 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. 17 (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 first decimal place when the fraction is equal to or more than 0.05 yen, discarding amounts less than 0.05 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 first decimal place yen when the fraction is equal to or more than 0.05 yen, discarding amounts less than 0.05 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 (1) 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. 18 - End - Principles of Ethics and Conduct (English Translation) Exhibit 11 Introduction These principles of Ethics and Conduct establish clear and consistent standards for all MUFG employees to guide decisions and actions. They reflect and support the MUFG Corporate Vision. The principles are organized in three sections. Chapter 1 presents the attitude that we adopt with our customers, to act with honesty and integrity and pursue their best interests, which is a core component of our business practices. Chapter 2 presents a set of standards to help us fulfill our responsibilities as a good corporate citizen. MUFG’s reputation depends upon the trust and confidence of our customers and other stakeholders, including local communities, and we are responsible to society on a global level. Chapter 3 describes the actions and mindset that will create a stimulating and supportive working environment as MUFG continues to grow. Our success depends on building and maintaining a dynamic workplace where all employees can reach their full potential in ways that support our customers and contribute to society as a whole. Outline/Overview Chapter 1 Customer Focus We place our diverse customers at the center of all our activities and always act in their best interests. MUFG is able to thrive today because of the trust and confidence that customers have placed in us—the result of years of fair, transparent, and honorable dealings. Our business culture is not driven by the prospect of short- term, immediate gains. Instead, we place a premium on supporting long-term, sustainable relationships with our customers to help them meet their goals. 1-1. Acting with Honesty and Integrity We always place our diverse customers at the center of all activities and act with honesty and integrity in all of our dealings with them. We protect customer assets, including their personal information, and strive at all times not to damage their interests. 1-2. Controlling Quality In order to earn the lasting trust and confidence of our customers, we maintain thorough quality control of our products and services in all aspects from product design and development to delivery, and continually improve our processes to provide accurate and secure transactions. 1-3. Exceeding Customer Expectations We strive to satisfy the diverse needs of our customers worldwide and to exceed their expectations through the highest standards of professionalism and by effectively leveraging our global network and consolidated strength. Chapter 2 Responsibility as a Corporate Citizen As a member of MUFG with global operations, we act honorably, with honesty and integrity, and comply at all times with laws, regulations, rules, and internal policies globally. We strive to maintain stability and confidence in the global financial system and to contribute to the sound growth and development of society. We behave in a manner that supports and strengthens the trust and confidence that MUFG has built up over the years. 1 2-1. Adherence to Laws and Regulations We always judge and act with honesty and integrity, do what is right, and comply with both the letter and the spirit of the laws, regulations, and rules that apply to us. We avoid insider trading, do not engage in anti- competitive conduct or any form of corrupt activity, and publicly disclose corporate information in an appropriate manner. 2-2. Combating Criminal Activity We do not conduct business with criminal elements. We do not allow our financial products and services to be used for illegal or improper activities such as money laundering, fraud, or financing terrorist activities. 2-3. Commitment to Social Sustainability We respect the history, culture, and customs of local communities and strive to contribute to their development and the protection of the environment through our corporate activities and employee volunteer efforts. Chapter 3 Ethical and Dynamic Workplace We are committed to creating a working environment that fosters mutual respect among MUFG employees, supports the full expression of our individuality as professionals, promotes the power of teamwork, honors diversity, transcends differences, and embraces new challenges. 3-1. Stimulating Workplace We strive to enhance our knowledge and expertise, focus on maximizing the value of teamwork, and view changes in the business environment as opportunities to launch new initiatives. 3-2. Ethical Workplace We respect the diversity and human rights of all MUFG employees. We do not engage in or tolerate discrimination, harassment, intimidation, or any other behavior or activity that is inconsistent with these core beliefs. We report any violations of laws and rules, and we manage corporate assets appropriately. Principles of Ethics and Conduct Chapter 1: Customer Focus 1-1. Acting with Honesty and Integrity (1) Acting with Honesty and Integrity The work of each employee of MUFG is directly or indirectly related to MUFG customers. We always place our diverse customers at the center of all activities, act with honesty and integrity, and support customers from a long-term perspective. (2) Safeguarding Customer Assets Customers rely upon us to be stewards of their financial assets and investments. The privacy of the information that customers also entrust to us is as valuable to them as their financial assets, and for that reason, maintaining customer confidentiality at all times is critical. The loss, misuse, leakage, or improper transfer of customer information not only can damage customer interests but also can seriously undermine the trust and confidence that MUFG has earned over many years. 2 (3) Protecting Customer Interests We act with honesty and integrity, and strive at all times not to damage the interests of our customers. MUFG is an integrated financial group comprising a wide variety of businesses. When conducting business with customers, we must be sensitive to the possibility of conflicts of interest that may exist between customers of different MUFG companies and between a customer and an MUFG company. In all cases, we act appropriately and with integrity, good judgment, and discretion in accordance with our policies on conflicts of interest. 1-2. Controlling Quality (1) Products and Services that Match Customer Needs Our customers place great faith in us when they entrust us with their business. To earn their trust and to build strong and lasting business relationships, it is important to maintain strong quality control practices at all stages, from planning, development, and proposal, to the delivery of our products and services. Quality control means that we improve our processes to help provide products and services that match customer needs, and carry out accurate and secure transactions. To this end, we always keep in mind the following principles: a. When developing products and services, we clearly define our customers and their needs as known to us. b. c. The structure and profile of products and services must be developed and described in a clear and understandable manner. Products and services proposed and provided to customers match their purposes, needs, knowledge, experience, financial capabilities, and other conditions as known to us. d. We equip ourselves with the knowledge and skills needed to propose, provide, and manage our products and services. e. We provide our customers with clear and accurate explanations of products and services so that they understand the risks associated with them, accept the risks, and are fully informed when they agree to retain our products and services. f. In our interactions with customers, we are fair-minded, courteous, professional, and responsive. g. We take customer comments, complaints, and concerns seriously and handle them fairly and promptly, sharing them with relevant divisions within MUFG appropriately. (2) Ongoing Efforts for Quality Improvement We continually review and improve our products and services so that they serve the best interests of our customers. 1-3. Exceeding Customer Expectations (1) Quality Products and Services Customer needs are becoming more sophisticated and more diverse, and their requirements are becoming increasingly demanding. To provide high-quality products and services, each of us strives to improve our own professional knowledge and skills. (2) Cooperation within MUFG While MUFG consists of many diverse business entities, customers view us as a single, integrated company and have high expectations for our comprehensive capabilities. Our strength does not come from individual star performers, but from the collective contributions of the team. We continually strive to provide customers with a broad set of high-quality products and services by bringing our capabilities together and acting as a seamless and unified group. 3 (3) Using Our Global Network As customers become increasingly global in their business activities, they make decisions about financial products and services based on careful comparison with those available worldwide. We continue to be competitive by providing world-class products and services and making full use of MUFG’s global network. Chapter 2: Responsibility as a Corporate Citizen 2-1. Adherence to Laws and Regulations We comply at all times with both the letter and the spirit of the laws, regulations, and rules that apply to us, with particular attention to those that, if violated, would damage the financial system, hinder the economic development of society, or have a severe negative impact on our reputation. These areas include: (1) Insider Trading The use of inside, non-public information for personal gain is illegal in many countries and is prohibited within MUFG, regardless of the amount of money involved. We do not engage in any activities that would lead to illegal profits, and we comply with strict information-barrier controls that we have put in place. (2) Anti-Competitive Conduct We do not engage in any unlawful, anti-competitive conduct such as sharing pricing or marketing strategies with competitors. We do not abuse our market position by unlawfully applying conditions that are considered anti-competitive to the offer of our products and services. We comply with all fair-dealing and business laws and regulations, including the arm’s-length principle requiring that all parties to a transaction be independent and on an equal footing. (3) Corrupt Activities MUFG has zero tolerance for corrupt activities. Corruption is a significant global problem, and many countries have adopted strict laws that prohibit giving or taking bribes. We do not offer, promise, or grant anything of value to a government official, other person in a position of power, or private individual in any country for the purpose of obtaining or retaining business or for any other advantage. (4) Public Disclosure To maintain MUFG’s reputation and credibility, disclosure of our corporate information, including financial reports, must be timely, clear, and accurate so that it can be properly understood and evaluated. If we become aware of an inaccurate or misleading statement or nondisclosure of material information, we immediately consult with our supervisors to undertake appropriate measures and correct inaccuracies. 2-2. Combating Criminal Activity (1) No Relationships with Criminal Elements It is a basic tenet of corporate responsibility that companies have no relationships with criminal elements, including organized crime groups. We work closely with police authorities, legal counsel, and other external organizations to terminate any connections with criminal elements that we discover and protect the safety of our employees. We do not hesitate to take necessary legal action, both civil and criminal, to protect our company and stakeholders. (2) Prevention of Money Laundering and Other Financial Crimes The trust of our customers is based on their confidence that the financial products and services we provide contribute to sound social and economic development. We remain alert to the fact that our products and services can be misused to commit or facilitate crimes such as money laundering, fraud, counterfeiting credit cards, and financing terrorist activities. We strive to prevent, detect, and report illicit or suspicious activity in accordance with all applicable laws and regulations. 4 2-3. Commitment to Social Sustainability (1) Giving Back to Communities As a good corporate citizen, MUFG promotes programs and initiatives that improve society for current and future generations. We actively encourage employee participation in various volunteer activities to enhance community development both locally and globally, and as a company, we make meaningful financial contributions to worthwhile causes and organizations. (2) Commitment to the Environment We evaluate the environmental risk in our business activities, seek to minimize any negative impact on the environment, and endeavor to support customers’ businesses that contribute to environmental conservation and protection. Chapter 3: Ethical and Dynamic Workplace 3-1. Stimulating Workplace (1) Personal Growth As the needs and activities of our customers continue to evolve, we continue to grow professionally to provide the best possible service. We constantly improve our skills and individual abilities by taking advantage of training and educational opportunities, both inside and outside of MUFG. (2) Teamwork MUFG employees share information, skills, and expertise with each other. Working in teams, we achieve goals that could not be accomplished by individuals working alone. We are committed to maximizing the power of teamwork. (3) Can-Do Attitude MUFG has succeeded in part by developing an astute understanding of changes affecting our customers and society and by embracing new challenges. As the world changes more rapidly than ever, we make even stronger efforts to stay ahead of global trends and changes affecting our business environment and to embrace new challenges in the firm belief that change equals opportunity. 3-2. Ethical Workplace (1) Respect for Diversity and Human Rights As a global corporation, MUFG gains strength from the diversity of its employees. We value and respect differences, and do not tolerate any form of discrimination based on race, nationality, creed, religion, gender, sexual orientation, age, physical condition, or any other differentiating characteristic. (2) Open Communication MUFG employees communicate in good faith, help each other succeed, and strive to create a workplace where everyone can exchange ideas freely and constructively. (3) Prohibition of Harassment Harassment undermines respect for individuals. Because MUFG employees are entitled to feel safe and secure in the workplace, we neither engage in nor tolerate harassment or any threatening, hostile, or abusive behavior. 5 (4) Protection of Corporate Assets The tangible and intangible assets (such as money and our reputation) that MUFG has accumulated through its corporate activities play a valuable role in our business operations. We continue to contribute to the accumulation of corporate assets, properly protect and manage them, and do not engage in or condone their waste, abuse or unauthorized use. (5) Reporting Violations of Laws and Rules Violations of laws and company rules can result in financial losses to MUFG, and can seriously damage the trust and confidence that our customers and society place in us. Whenever we discover a violation, we will not hesitate to take immediate and decisive action to address the issue. As employees, if we become aware of improprieties or breaches of laws or MUFG policy, we are expected to report the matter and consult the appropriate contacts, either through our supervisors or by using MUFG’s anonymous internal hotline/reporting system. MUFG treats any information received as confidential and protects reporting employees from retaliation. 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. 6 (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. (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. (Compliance Responsible Officers) Article 11. The head of each integrated business group is responsible for compliance in its business group. (Chief Compliance Officer) Article 12 (1) The director overseeing the compliance division will be appointed to serve as MUFG’s chief compliance officer (CCO). 7 (2) The CCO will oversee the work of MUFG’s compliance officers (defined in Article 13) and provide guidance, advice and instructions to the CCOs of MUFG group companies. (3) The CCO can request reports on compliance matters from the compliance responsible officers (defined in Article 11). (4) (5) If there is a difference of opinion between the relevant compliance responsible officer and MUFG’s CCO regarding compliance matters, the CCO shall report the matter to the executive committee and any other relevant committees. If there is a difference of opinion between the relevant CCOs of MUFG group companies and MUFG’s CCO regarding compliance matters, the CCO shall report the matter to the executive committee and any other relevant committees. (Division Compliance Officers) Article 13. (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 14. (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 15. 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. (Compliance Helpline) Article 20. 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) I. 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. • • • 8 III. Specific issues 5. Conflicts of interest When a conflict of interest arises in connection with an operation involving any of the MUFG Group companies, Directors or employees, on one hand, and a customer or other third-party, the Director or employee, the MUFG Group company to which such Director or employee belongs, or any other MUFG Group company, on the other, the MUFG Group company, Director or employee must perform the operation in a proper manner. Excerpts from MUFG’s Rules of Employment (English Translation) (Disciplinary Action) Article 38. 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. 9 CERTIFICATION Exhibit 12 I, Nobuyuki Hirano, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) 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 (d) 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 the 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 control over financial reporting. July 22, 2013 /s/ NOBUYUKI HIRANO Name: Nobuyuki Hirano Title: President & Chief Executive Officer CERTIFICATION I, Taihei Yuki, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) 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 (d) 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 the 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 control over financial reporting. July 22, 2013 /s/ TAIHEI YUKI Name: Taihei Yuki Title: 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, 2013 as filed with the US Securities and Exchange Commission on the date hereof (the “Report”), I, Nobuyuki Hirano, President & 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/ NOBUYUKI HIRANO Name: Nobuyuki Hirano Title: President & Chief Executive Officer Dated: July 22, 2013 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, 2013 as filed with the US Securities and Exchange Commission on the date hereof (the “Report”), I, Taihei Yuki, 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/ TAIHEI YUKI Name: Taihei Yuki Title: Senior Managing Director and Chief Financial Officer Dated: July 22, 2013