Prospectus Supplement

The information in this prospectus supplement is not complete and may be changed. This prospectus supplement is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Filed Pursuant to Rule 424(b)(4)

Registration No. 333-155420

PROSPECTUS SUPPLEMENT dated December 1, 2008

(To Preliminary Prospectus dated November 18, 2008)

 

LOGO

 

Mitsubishi UFJ Financial Group, Inc.

 

Common Stock

In the Form of Shares and American Depositary Shares

 

 

 

This prospectus supplement amends and supplements the preliminary prospectus dated November 18, 2008 of Mitsubishi UFJ Financial Group, Inc., relating to the offering of shares of its common stock. You should read this prospectus supplement in conjunction with the preliminary prospectus, and this prospectus supplement is qualified by reference to the preliminary prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the preliminary prospectus.

 

 

 

Investing in the shares of our common stock or American Depositary Shares involves risks. See “Risk Factors” beginning on page 6 of the preliminary prospectus.

 

 

 

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

 

 

 

This prospectus supplement further specifies the “Use of Proceeds” set forth on page 13 of the preliminary prospectus.

 

In addition, this prospectus supplement contains our unaudited interim consolidated financial statements as of and for the six months ended September 30, 2008 prepared under generally accepted accounting principles in Japan, or Japanese GAAP, which we filed with the Director of the Kanto Local Finance Bureau, the Ministry of Finance of Japan, on a quarterly report on December 1, 2008. The unaudited interim consolidated Japanese GAAP financial statements are hereby incorporated into the preliminary prospectus as Annex C.

 

 

 

Joint Global Coordinators

Morgan Stanley   Nomura Securities

 

Co-Global Coordinators

 

Mitsubishi UFJ Securities   J.P. Morgan

 

Joint Bookrunners

 

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

 

Co-Managers

 

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

 

Prospectus Supplement dated December 1, 2008.


USE OF PROCEEDS

 

We plan to use the net cash proceeds from the issuance and sale of our new shares and the sale of treasury shares in the global offering to make an investment in our wholly owned subsidiary, The Bank of Tokyo-Mitsubishi UFJ, Ltd., or BTMU, to strengthen its capital base. BTMU expects to use those funds for general corporate purposes.

 

We also plan to make an investment in BTMU with any additional net cash proceeds that may be received if the U.S. underwriters, the international underwriters and the Japanese underwriters elect to exercise their options to purchase additional shares of our common stock.

 

S-2


ANNEX C

UNAUDITED INTERIM CONSOLIDATED JAPANESE GAAP FINANCIAL STATEMENTS

AS OF AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008

On December 1, 2008, we filed with the Director of the Kanto Local Finance Bureau, the Ministry of Finance of Japan, our unaudited interim consolidated Japanese GAAP financial statements as of and for the six months ended September 30, 2008 as part of our quarterly report. We include in this Annex C the unaudited interim consolidated Japanese GAAP financial statements. Japanese GAAP, however, is significantly different in certain respects from accounting principles generally accepted in other countries, including U.S. GAAP. The differences between Japanese GAAP and U.S. GAAP could result in amounts for certain financial statement line items under U.S. GAAP to differ significantly from the amounts under Japanese GAAP. See “Annex A: Unaudited Reverse Reconciliation of Selected Financial Information” to the preliminary prospectus.

*    *    *

Mitsubishi UFJ Financial Group, Inc. (“MUFG”) has prepared its interim consolidated financial statements for the six months ended September 30, 2008, as MUFG falls under the category of a Specified Business Corporation (Tokutei Jigyo Gaisya; a company that is engaged in businesses set forth in Article 17-15-2 of the Cabinet Office Ordinance Concerning Disclosure of Public Companies).

MUFG has prepared its interim consolidated financial statements in accordance with the “Regulation for Terminology, Forms and Preparation of Interim Consolidated Financial Statements” (Ordinance of the Ministry of Finance No. 24 of 1999; the “Interim Consolidated Financial Statements Regulations”). However, assets and liabilities and income and expenses are presented pursuant to the classification defined under the “Ordinance for Enforcement of Banking Law” (Ordinance of the Ministry of Finance No. 10 of 1982).

The interim consolidated financial statements as of and for the six months ended September 30, 2007 (the period from April 1 to September 30, 2007) are prepared in accordance with the Interim Consolidated Financial Statements Regulations and Ordinance for Enforcement of Banking Law before amendments, while the interim consolidated financial statements as of and for the six months ended September 30, 2008 (the period from April 1 to September 30, 2008) are prepared in accordance with the amended Interim Financial Statements Regulations and Ordinance for Enforcement of Banking Law.

 

C-1


1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1) Consolidated Balance Sheets

 

   

(in millions of yen)

 
   

As of
September 30, 2007

   

As of
September 30, 2008

   

As of
March 31, 2008

 

Assets:

           

Cash and due from banks

  *7   10,978,368     *7   10,148,110     *7   10,281,603  

Call loans and bills bought

    1,235,519       1,058,103       1,293,705  

Receivables under resale agreements

  *2   5,619,000     *2   3,262,183     *2   7,099,711  

Receivables under securities borrowing transactions

  *2   5,994,256     *2   6,243,090     *2   8,240,482  

Monetary claims bought

  *7   4,856,581     *7   4,226,743     *7   4,593,198  

Trading assets

  *7   11,891,834     *7   17,637,010     *7   11,898,762  

Money held in trust

    456,499       383,278       401,448  

Securities

  *1, *2,  *7, *16   42,990,263     *1, *2,  *7, *16   38,671,375     *1, *2,  *7, *16   40,851,677  

Allowance for losses on securities

    (34,115 )     (36,702 )     (30,166 )

Loans and bills discounted

  *2, *3,  *4, *5, *6, *7, *8   86,751,061     *2, *3,  *4, *5, *6, *7, *8   90,445,118     *2, *3,  *4, *5, *6, *7, *8   88,538,810  

Foreign exchanges

  *2   1,411,213     *2   1,671,474     *2   1,241,656  

Other assets

  *7, *14   4,999,575     *7, *14   6,989,674     *7, *14   5,666,981  

Tangible fixed assets

  *7, *9, *10, *11   1,717,879     *7, *9, *10, *11   1,277,575     *7, *9, *10, *11   1,594,214  

Intangible fixed assets

  *7   906,486     *7   914,401     *7   975,043  

Deferred tax assets

    271,007       1,171,485       773,688  

Customers’ liabilities for acceptances and guarantees

  *16   11,110,052     *16   11,067,649     *16   10,652,865  

Allowance for credit losses

    (1,261,081 )     (1,106,293 )     (1,080,502 )
                       

Total assets

    189,894,404       194,024,280       192,993,179  
                       

 

C-2


   

(in millions of yen)

   

As of

September 30, 2007

 

As of

September 30, 2008

 

As of

March 31, 2008

Liabilities:

           

Deposits

  *7   117,630,832   *7   119,798,396   *7   121,307,300

Negotiable certificates of deposit

    6,657,864     7,827,311     7,319,321

Call money and bills sold

  *7   2,527,558   *7   3,007,407   *7   2,286,382

Payables under repurchase agreements

  *7   8,451,563   *7   8,677,843   *7   10,490,735

Payables under securities lending transactions

  *7   6,609,067   *7   4,266,088   *7   5,897,051

Commercial papers

  *7   685,459   *7   173,685   *7   349,355

Trading liabilities

    5,655,557     8,354,355     5,944,552

Borrowed money

  *2*7*12   4,511,981   *2*7*12   5,400,785   *2*7*12   5,050,000

Foreign exchanges

  *2   792,983   *2   977,280   *2   972,113

Short-term bonds payable

    593,600     457,683     417,200

Bonds payable

  *7, *13   6,476,523   *7*13   6,289,553   *7, *13   6,285,566

Due to trust accounts

    1,592,480     1,338,192     1,462,822

Other liabilities

    5,318,114     6,898,069     4,388,814

Reserve for bonuses

    49,308     47,839     49,798

Reserve for bonuses to directors

    130     425     434

Reserve for retirement benefits

    64,067     62,010     64,771

Reserve for retirement benefits to directors

    1,761     1,682     2,100

Reserve for loyalty award credits

        10,124     8,079

Reserve for contingent losses

    145,063     83,999     133,110

Reserve for losses relating to business restructuring

    59,317     2,971     22,865

Reserve under special laws

    4,300     3,335     4,639

Deferred tax liabilities

    177,801     37,730     84,185

Deferred tax liabilities for land revaluation

  *9   204,577   *9   197,252   *9   199,402

Acceptances and guarantees

  *7*16   11,110,052   *7, *16   11,067,649   *7*16   10,652,865
                 

Total liabilities

    179,319,967     184,981,676     183,393,470
                 

 

C-3


   

(in millions of yen)

 
   

As of

September 30, 2007

   

As of

September 30, 2008

   

As of

March 31, 2008

 

Net assets:

           

Capital stock

    1,383,052       1,383,052       1,383,052  

Capital surplus

    1,865,918       1,777,860       1,865,696  

Retained earnings

    4,286,051       4,591,845       4,592,960  

Treasury stock

    (576,420 )     (439,375 )     (726,001 )
                       

Total shareholders’ equity

    6,958,601       7,313,383       7,115,707  
                       

Net unrealized gains (losses) on other securities

    1,803,418       (39,243 )     595,352  

Net deferred gains (losses) on hedging instruments

    (60,107 )     2,745       79,043  

Land revaluation excess

  *9   147,499     *9   143,647     *9   143,292  

Foreign currency translation adjustments

    9,804       (96,306 )     (52,566 )

Pension liability adjustments of subsidiaries preparing financial statements under US GAAP

    —         (12,392 )     —    
                       

Total valuation and translation adjustments

    1,900,614       (1,549 )     765,121  
                       

Subscription rights to shares

    87       3,674       2,509  

Minority interests

    1,715,132       1,727,096       1,716,370  
                       

Total net assets

    10,574,436       9,042,604       9,599,708  
                       

Total liabilities and net assets

    189,894,404       194,024,280       192,993,179  
                       

 

C-4


(2) Consolidated Statements of Income

 

    

(in millions of yen)

    

For the six months

ended

September 30, 2007

  

For the six months

ended

September 30, 2008

  

For the fiscal year

ended

March 31, 2008

Ordinary income

      3,250,225       2,925,113       6,393,951

Interest income

      1,989,587       1,842,261       3,867,924

(Interest on loans and bills discounted)

      1,161,579       1,134,155       2,302,324

(Interest and dividends on securities)

      431,656       356,656       785,581

Trust fees

      78,972       67,097       151,720

Fees and commissions

      638,809       592,473       1,249,480

Trading income

      189,126       126,317       365,315

Other business income

      109,474       174,846       319,530

Other ordinary income

   *1    244,254    *1    122,116    *1    439,980

Ordinary expenses

      2,752,685       2,736,996       5,364,938

Interest expenses

      1,024,054       872,046       2,027,879

(Interest on deposits)

      458,821       374,699       881,483

Fees and commissions

      91,610       87,443       175,921

Trading expenses

      —         1,191       —  

Other business expenses

      94,699       146,147       239,540

General and administrative expenses

      1,077,126       1,084,363       2,157,843

Other ordinary expenses

   *2    465,195    *2    545,803    *2    763,753
                       

Ordinary profits

      497,539       188,117       1,029,013
                       

Extraordinary gains

      31,212       61,417       110,399

Gains on disposition of fixed assets

      3,900       6,718       34,532

Gains on loans written-off

      20,326       14,388       39,875

Reversal of reserve for contingent liabilities from financial instruments transactions

      —         1,308       —  

Gains on changes in subsidiaries’ equity

      6,985       —         6,985

Gains on sales of equity securities of subsidiaries

      —         32,814       16,075

Impact of the adoption of the accounting standard for lease transactions

   *3    —      *3    6,186    *3    —  

Gains on business divestitures of subsidiaries

      —         —         10,810

Reversal of reserve for contingent losses

      —         —         2,120

 

C-5


    

(in millions of yen)

    

For the six months

ended

September 30, 2007

   

For the six months

ended

September 30, 2008

   

For the fiscal year

ended

March 31, 2008

Extraordinary losses

      79,028        60,787        118,533

Losses on disposition of fixed assets

      7,589        8,511        15,142

Losses on impairment of fixed assets

      11,421        4,879        14,719

Provision for reserve for contingent liabilities from financial instruments transactions

      413        —          752

Provision for reserve for losses relating to business restructuring

      59,603        197        64,049

Expenses relating to systems integration

      —          47,198        —  

Prior year adjustments

   *4    —       *4    —       *4    23,869

Income before income taxes and others

      449,723        188,747        1,020,879
                         

Income taxes—current

      65,510        47,772        100,129

Income taxes—deferred

      127,914        (168 )      201,091
                   

Total taxes

           47,604       
                   

Minority interests in net income (losses) of consolidated subsidiaries

      (421 )      49,120        83,034
                         

Net income

      256,721        92,023        636,624
                         

 

C-6


(3) Consolidated Statements of Changes in Net Assets

 

    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Shareholders’ equity:

     

Capital stock

     

Balance at the beginning of the period

  1,383,052     1,383,052     1,383,052  
                 

Balance at the end of the period

  1,383,052     1,383,052     1,383,052  
                 

Capital surplus

     

Balance at the beginning of the period

  1,916,300     1,865,696     1,916,300  

Changes during the period

     

Disposition of treasury stock

  (50,382 )   (87,835 )   (50,604 )
                 

Total changes during the period

  (50,382 )   (87,835 )   (50,604 )
                 

Balance at the end of the period

  1,865,918     1,777,860     1,865,696  
                 

Retained earnings

     

Balance at the beginning of the period

  4,102,199     4,592,960     4,102,199  

Changes during the period

     

Dividends from retained earnings

  (64,589 )   (75,855 )   (141,327 )

Net income

  256,721     92,023     636,624  

Reversal of land revaluation excess

  836     (353 )   5,044  

Increase in companies accounted for under the equity method

  —       5,763     (147 )

Decrease in companies accounted for under the equity method

  —       —       (81 )

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

  —       (16,802 )   —    

Changes in accounting standards in overseas consolidated subsidiaries

  (9,116 )   —       (9,217 )

Unrecognized actuarial differences based on accounting standard for retirement benefits in the United Kingdom

  —       —       (133 )

Increase due to unification of accounting policies applied to foreign subsidiaries

  —       778     —    

Decrease due to unification of accounting policies applied to foreign subsidiaries

  —       (6,669 )   —    
                 

Total changes during the period

  183,851     (1,114 )   490,760  
                 

Balance at the end of the period

  4,286,051     4,591,845     4,592,960  
                 

Treasury stock

     

Balance at the beginning of the period

  (1,001,470 )   (726,001 )   (1,001,470 )

Changes during the period

     

Acquisition of treasury stock

  (2,315 )   (732 )   (152,052 )

Disposition of treasury stock

  427,366     287,358     427,522  
                 

Total changes during the period

  425,050     286,626     275,469  
                 

Balance at the end of the period

  (576,420 )   (439,375 )   (726,001 )
                 

Total shareholders’ equity

     

Balance at the beginning of the period

  6,400,081     7,115,707     6,400,081  

Changes during the period

     

Dividends from retained earnings

  (64,589 )   (75,855 )   (141,327 )

Net income

  256,721     92,023     636,624  

Acquisition of treasury stock

  (2,315 )   (732 )   (152,052 )

Disposition of treasury stock

  376,984     199,522     376,917  

Reversal of land revaluation excess

  836     (353 )   5,044  

Increase in companies accounted for under the equity method

  —       5,763     (147 )

Decrease in companies accounted for under the equity method

  —       —       (81 )

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

  —       (16,802 )   —    

Changes in accounting standards in overseas consolidated subsidiaries

  (9,116 )   —       (9,217 )

Unrecognized actuarial difference based on accounting standard for retirement benefits in the United Kingdom

  —       —       (133 )

Increase due to unification of accounting policies applied to foreign subsidiaries

  —       778     —    

Decrease due to unification of accounting policies applied to foreign subsidiaries

  —       (6,669 )   —    
                 

Total changes during the period

  558,519     197,675     715,625  
                 

Balance at the end of the period

  6,958,601     7,313,383     7,115,707  
                 

 

C-7


    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Valuation and translation adjustments

     

Net unrealized gains (losses) on other securities

     

Balance at the beginning of the period

  2,054,813     595,352     2,054,813  

Changes during the period

     

Net changes in items other than shareholder’s equity

  (251,395 )   (634,596 )   (1,459,461 )
                 

Total changes during the period

  (251,395 )   (634,596 )   (1,459,461 )
                 

Balance at the end of the period

  1,803,418     (39,243 )   595,352  
                 

Net deferred gains (losses) on hedging instruments

     

Balance at the beginning of the period

  (56,429 )   79,043     (56,429 )

Changes during the period

     

Net changes in items other than shareholders’ equity

  (3,678 )   (76,297 )   135,472  
                 

Total changes during the period

  (3,678 )   (76,297 )   135,472  
                 

Balance at the end of the period

  (60,107 )   2,745     79,043  
                 

Land revaluation excess

     

Balance at the beginning of the period

  148,281     143,292     148,281  

Changes during the period

     

Net changes in items other than shareholders’ equity

  (782 )   355     (4,989 )
                 

Total changes during the period

  (782 )   355     (4,989 )
                 

Balance at the end of the period

  147,499     143,647     143,292  
                 

Foreign currency translation adjustments

     

Balance at the beginning of the period

  (26,483 )   (52,566 )   (26,483 )

Changes during the period

     

Net changes in items other than shareholders’ equity

  36,287     (43,740 )   (26,082 )
                 

Total changes during the period

  36,287     (43,740 )   (26,082 )
                 

Balance at the end of the period

  9,804     (96,306 )   (52,566 )
                 

Pension liability adjustments of subsidiaries preparing financial statements under US GAAP

     

Balance at the beginning of the period

  —       —       —    

Changes during the period

     

Net changes in items other than shareholders’ equity

  —       (12,392 )   —    
                 

Total changes during the period

  —       (12,392 )   —    
                 

Balance at the end of the period

  —       (12,392 )   —    
                 

Total valuation and translation adjustments

     

Balance at the beginning of the period

  2,120,183     765,121     2,120,183  

Changes during the period

     

Net changes in items other than shareholders’ equity

  (219,568 )   (766,671 )   (1,355,061 )
                 

Total changes during the period

  (219,568 )   (766,671 )   (1,355,061 )
                 

Balance at the end of the period

  1,900,614     (1,549 )   765,121  
                 

Subscription rights to shares

     

Balance at the beginning of the period

  0     2,509     0  

Changes during the period

     

Net changes in items other than shareholders’ equity

  87     1,165     2,508  
                 

Total changes during the period

  87     1,165     2,508  
                 

Balance at the end of the period

  87     3,674     2,509  
                 

Minority interests

     

Balance at the beginning of the period

  2,003,434     1,716,370     2,003,434  

Changes during the period

     

Net changes in items other than shareholders’ equity

  (288,302 )   10,725     (287,064 )
                 

Total changes during the period

  (288,302 )   10,725     (287,064 )
                 

Balance at the end of the period

  1,715,132     1,727,096     1,716,370  
                 

 

C-8


    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Total net assets

     

Balance at the beginning of the period

  10,523,700     9,599,708     10,523,700  

Changes during the period

     

Dividends from retained earnings

  (64,589 )   (75,855 )   (141,327 )

Net income

  256,721     92,023     636,624  

Acquisition of treasury stock

  (2,315 )   (732 )   (152,052 )

Disposition of treasury stock

  376,984     199,522     376,917  

Reversal of land revaluation excess

  836     (353 )   5,044  

Increase in companies accounted for under the equity method

  —       5,763     (147 )

Decrease in companies accounted for under the equity method

  —       —       (81 )

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

  —       (16,802 )   —    

Changes in accounting standards in overseas consolidated subsidiaries

  (9,116 )   —       (9,217 )

Unrecognized actuarial difference based on accounting standard for retirement benefits in UK

  —       —       (133 )

Increase due to unification of accounting policies applied to foreign subsidiaries

  —       778     —    

Decrease due to unification of accounting policies applied to foreign subsidiaries

  —       (6,669 )   —    

Net changes in items other than shareholders’ equity

  (507,783 )   (754,780 )   (1,639,617 )
                 

Total changes during the period

  50,736     (557,104 )   (923,991 )
                 

Balance at the end of the period

  10,574,436     9,042,604     9,599,708  
                 

 

C-9


(4) Consolidated Statements of Cash Flows

 

    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Cash flows from operating activities:

     

Income before income taxes and others

  449,723     188,747     1,020,879  

Depreciation

  161,446     119,986     341,384  

Impairment losses

  11,421     4,879     14,719  

Amortization of goodwill

  5,525     9,727     14,397  

Amortization of negative goodwill

  (4,364 )   (578 )   (4,611 )

Equity in losses (gains) of affiliates

  (8,667 )   (1,495 )   (13,042 )

Increase (decrease) in allowance for credit losses

  65,797     34,932     (109,487 )

Increase (decrease) in allowance for losses on securities

  7,964     6,792     4,015  

Increase (decrease) in reserve for bonuses

  (4,735 )   (2,726 )   (3,488 )

Increase (decrease) in reserve for bonuses to directors

  (233 )   (7 )   195  

Increase (decrease) in reserve for retirement benefits

  (2,807 )   (1,929 )   (1,502 )

Increase (decrease) in reserve for retirement benefits to directors

  519     (434 )   858  

Increase (decrease) in reserve for loyalty award credits

    2,045     2,870  

Increase (decrease) in reserve for contingent losses

  28,420     (48,396 )   17,224  

Increase (decrease) in reserve for losses relating to business restructuring

  59,317     (19,893 )   22,865  

Interest income recognized on statements of income

  (1,989,587 )   (1,842,261 )   (3,867,924 )

Interest expenses recognized on statements of income

  1,024,054     872,046     2,027,879  

Losses (gains) on securities

  (43,491 )   63,952     (6,135 )

Losses (gains) on money held in trust

  (8,924 )   3,683     (10,595 )

Foreign exchange losses (gains)

  67,959     (153,441 )   1,353,236  

Losses (gains) on sales of fixed assets

  3,688     1,792     (19,389 )

Net decrease (increase) in trading assets

  (2,218,659 )   (1,917,996 )   (2,367,363 )

Net increase (decrease) in trading liabilities

  1,304,018     (1,496,717 )   1,671,767  

Adjustment of unsettled trading accounts

  460,557     208,475     68,190  

Net decrease (increase) in loans and bills discounted

  (1,477,139 )   (2,570,356 )   (3,737,986 )

Net increase (decrease) in deposits

  (1,312,254 )   (1,140,509 )   2,755,219  

Net increase (decrease) in negotiable certificates of deposit

  (442,261 )   544,499     254,850  

Net increase (decrease) in borrowed money (excluding subordinated borrowings)

  (380,676 )   656,297     65,668  

Net decrease (increase) in due from banks (excluding cash equivalents)

  (1,914,051 )   445,734     (256,946 )

Net decrease (increase) in call loans and bills bought and others

  (1,162,087 )   3,949,288     (2,806,455 )

Net decrease (increase) in receivables under securities borrowing transactions

  724,104     1,950,051     (1,548,164 )

Net increase (decrease) in call money and bills sold and others

  (12,461 )   (597,151 )   2,158,359  

Net increase (decrease) in commercial papers

  66,898     (153,878 )   (270,808 )

Net increase (decrease) in payables under securities lending transactions

  1,425,763     (1,592,976 )   741,912  

Net decrease (increase) in foreign exchanges (assets)

  (56,636 )   (432,030 )   112,665  

Net increase (decrease) in foreign exchanges (liabilities)

  (208,817 )   5,934     (29,666 )

Net increase (decrease) in short-term bonds payable

  267,600     44,983     77,200  

Net increase (decrease) in issuance and redemption of straight bonds

  (63,548 )   (10,220 )   (167,846 )

Net increase (decrease) in due to trust accounts

  50,031     (124,630 )   (79,626 )

Interest income (cash basis)

  1,933,926     1,880,083     3,849,805  

Interest expenses (cash basis)

  (990,707 )   (879,412 )   (1,971,625 )

Other

  (276,073 )   (15,337 )   (1,465,733 )
                 

Sub-total

  (4,459,445 )   (2,008,446 )   (2,162,235 )
                 

Income taxes

  (70,253 )   (27,418 )   (118,896 )
                 

Net cash provided by (used in) operating activities

  (4,529,698 )   (2,035,865 )   (2,281,132 )
                 

 

C-10


    (in millions of yen)  
    For the six months
ended
September 30, 2007
    For the six months
ended
September 30, 2008
    For the fiscal year
ended
March 31, 2008
 

Cash flows from investing activities:

     

Purchases of securities

  (27,330,388 )   (43,034,559 )   (73,426,912 )

Proceeds from sales of securities

  18,683,119     27,837,823     50,575,928  

Proceeds from redemption of securities

  13,755,057     17,577,477     27,043,608  

Increase in money held in trust

  (129,798 )   (151,167 )   (271,998 )

Decrease in money held in trust

  150,473     157,744     341,669  

Purchases of tangible fixed assets

  (115,145 )   (41,922 )   (276,668 )

Purchases of intangible fixed assets

  (123,376 )   (86,343 )   (247,920 )

Proceeds from sales of tangible fixed assets

  5,530     14,879     133,787  

Proceeds from sales of intangible fixed assets

  14     21     1,521  

Proceeds from business divestitures

  —       —       11,516  

Additional purchases of equity of consolidated subsidiaries

  (822 )   (59 )   (22,931 )

Proceeds from sales of equity of consolidated subsidiaries

  250     84,995     250  

Increase related to purchases of equity of consolidated subsidiaries affecting the scope of consolidation

  28,179     758     28,179  

Decrease related to purchases of subsidiaries’ equity affecting the scope of consolidation

  —       —       (4,543 )

Increase related to sales of subsidiaries’ equity affecting the scope of consolidation

  —       10,874     18,939  
                 

Net cash provided by (used in) investing activities

  4,923,094     2,370,522     3,904,426  
                 

Cash flows from financing activities:

     

Increase in subordinated borrowings

  122,000     16,404     210,000  

Decrease in subordinated borrowings

  (196,300 )   (53,000 )   (260,300 )

Increase in subordinated bonds payable and bonds with warrants

  210,740     289,700     252,229  

Decrease in subordinated bonds payable and bonds with warrants

  (165,182 )   (182,026 )   (206,808 )

Proceeds from issuance of common stock to minority shareholders

  3,843     235,145     155,509  

Decrease in redemption of preferred stock

  —       (106,420 )   (106,000 )

Repayments of lease obligations

  —       (22 )   —    

Dividend paid by MUFG

  (64,589 )   (75,818 )   (141,327 )

Dividend paid by subsidiaries to minority shareholders

  (47,494 )   (40,589 )   (65,507 )

Payments to minority shareholders due to capital reduction

  —       (57 )   —    

Purchases of treasury stock

  (1,225 )   (279 )   (151,364 )

Proceeds from sales of treasury stock

  672     1,367     780  

Purchases of treasury stock by consolidated subsidiaries

  (4,259 )   (238 )   (12,462 )

Proceeds from sale of treasury stock by consolidated subsidiaries

  15     3     166  

Other

  —       0     (2,937 )
                 

Net cash provided by (used in) financing activities

  (141,779 )   84,170     (328,022 )
                 

Effect of foreign exchange rate changes on cash and cash equivalents

  26,128     (86,493 )   (34,202 )
                 

Net increase (decrease) in cash and cash equivalents

  277,744     332,334     1,261,069  
                 

Cash and cash equivalents at the beginning of the fiscal period

  2,961,153     4,222,222     2,961,153  
                 

Cash and cash equivalents at the end of the fiscal period

  3,238,898     4,554,556     4,222,222  
                 

 

C-11


Significant Accounting Policies Applied for Preparing the Consolidated Financial Statements

 

   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

1.      Scope of consolidation

  (1) Number of consolidated subsidiaries: 252   (1) Number of consolidated subsidiaries: 246   (1) Number of consolidated subsidiaries: 242
  Principal companies:   Principal companies:   Principal companies:
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.   The Bank of Tokyo-Mitsubishi UFJ, Ltd.   The Bank of Tokyo-Mitsubishi UFJ, Ltd.
  Mitsubishi UFJ Trust and Banking Corporation   Mitsubishi UFJ Trust and Banking Corporation   Mitsubishi UFJ Trust and Banking Corporation
  Mitsubishi UFJ Securities Co., Ltd.   Mitsubishi UFJ Securities Co., Ltd.   Mitsubishi UFJ Securities Co., Ltd.
  The Senshu Bank, Ltd.   The Senshu Bank, Ltd.   The Senshu Bank, Ltd.
  The Master Trust Bank of Japan, Ltd.   The Master Trust Bank of Japan, Ltd.   The Master Trust Bank of Japan, Ltd.
  kabu.com Securities Co., Ltd.   kabu.com Securities Co., Ltd.   kabu.com Securities Co., Ltd.
  Mitsubishi UFJ NICOS Co., Ltd.   Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd.   Mitsubishi UFJ NICOS Co., Ltd.
  The Mitsubishi UFJ Factors Limited   Mitsubishi UFJ NICOS Co., Ltd.   NBL Co., Ltd.
  MU Frontier Servicer Co., Ltd.   NBL Co., Ltd.   The Mitsubishi UFJ Factors Limited
  Mitsubishi UFJ Capital Co., Ltd.   The Mitsubishi UFJ Factors Limited   Mitsubishi UFJ Research & Consulting Co., Ltd.
  KOKUSAI Asset Management Co., Ltd.   Mitsubishi UFJ Research & Consulting Co., Ltd.   MU Frontier Servicer Co., Ltd.
  Mitsubishi UFJ Asset Management Co., Ltd.   MU Frontier Servicer Co., Ltd.   Mitsubishi UFJ Capital Co., Ltd.
  MU Investments Co., Ltd.   Mitsubishi UFJ Capital Co., Ltd.   KOKUSAI Asset Management Co., Ltd.
  Mitsubishi UFJ Real Estate Services Co., Ltd.   KOKUSAI Asset Management Co., Ltd.   Mitsubishi UFJ Asset Management Co., Ltd.
  UnionBanCal Corporation   Mitsubishi UFJ Asset Management Co., Ltd.   MU Investments Co., Ltd.
  Mitsubishi UFJ Trust & Banking Corporation (U.S.A.)   MU Investments Co., Ltd.   Mitsubishi UFJ Real Estate Services Co., Ltd.
  Mitsubishi UFJ Global Custody S.A.   Mitsubishi UFJ Real Estate Services Co., Ltd.   UnionBanCal Corporation
  Mitsubishi UFJ Securities International plc   UnionBanCal Corporation   Mitsubishi UFJ Wealth Management Bank (Switzerland), Ltd.

 

C-12


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  Mitsubishi UFJ Securities (USA), Inc.   Mitsubishi UFJ Wealth Management Bank (Switzerland), Ltd.   Mitsubishi UFJ Trust & Banking Corporation (U.S.A.)
  Mitsubishi UFJ Trust International Limited   Mitsubishi UFJ Trust & Banking Corporation (U.S.A.)   Mitsubishi UFJ Global Custody S.A.
  Mitsubishi UFJ Securities (HK) Holdings, Limited   Mitsubishi UFJ Global Custody S.A.   Mitsubishi UFJ Securities International plc
  BTMU Capital Corporation   Mitsubishi UFJ Securities International plc   Mitsubishi UFJ Securities (USA), Inc.
  BTMU Leasing & Finance, Inc.   Mitsubishi UFJ Securities (USA), Inc.   Mitsubishi UFJ Trust International Limited
 

PT U Finance Indonesia

PT UFJ-BRI Finance

  Mitsubishi UFJ Trust International Limited   Mitsubishi UFJ Securities (HK) Holdings, Limited
    Mitsubishi UFJ Securities (HK) Holdings, Limited   BTMU Capital Corporation
    BTMU Capital Corporation  

BTMU Leasing & Finance, Inc.

   

BTMU Leasing & Finance, Inc.

 

PT U Finance Indonesia

PT. BTMU-BRI Finance

 

PT U Finance Indonesia

PT. BTMU-BRI Finance

 

In the six months ended September 30, 2007, kabu.com Securities Co., Ltd. and 5 other companies were included in the scope of consolidation due to a change in ownership status from being an affiliate and being newly established.

 

Additionally, DC Card Co., Ltd. and 6 other companies were excluded from the scope of consolidation due to merger with another company and liquidation.

 

In the six months ended September 30, 2008, Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. and 8 other companies were included in the scope of consolidation due to a change in ownership status from being an affiliate, being newly established, or other reasons.

 

Additionally, Tokai Finance (Curacao) N.V. and 4 other companies were excluded from the scope of consolidation due to liquidation, merger with another company or other reasons.

 

In the fiscal year ended March 31, 2008, kabu.com Securities Co., Ltd. and 13 other companies were included in the scope of consolidation due to a change in ownership status from being an affiliate, being newly established, or other reasons.

 

Additionally, DC Card Co., Ltd. and 24 other companies were excluded from the scope of consolidation due to merger with another company, liquidation, or other reasons.

  On April 1, 2007, UFJ NICOS Co., Ltd. merged with DC Card Co., Ltd., and was renamed Mitsubishi UFJ NICOS Co., Ltd.     On April 1, 2007, UFJ NICOS Co., Ltd. merged with DC Card Co., Ltd., and was renamed Mitsubishi UFJ NICOS Co., Ltd.

 

C-13


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  On April 2, 2007, Bank of Tokyo-Mitsubishi UFJ (Luxembourg) S.A. changed its name to Mitsubishi UFJ Global Custody S.A.    

On April 2, 2007, Bank of Tokyo-Mitsubishi UFJ (Luxembourg) S.A. changed its name to Mitsubishi UFJ Global Custody S.A.

 

On January 28, 2008, PT UFJ-BRI Finance changed its name to PT. BTMU-BRI Finance.

 

(2) Non-consolidated subsidiaries:

 

There are no non-consolidated subsidiaries.

 

(2) Non-consolidated subsidiaries:

 

There are no non-consolidated subsidiaries.

 

(2) Non-consolidated subsidiaries:

 

There are no non-consolidated subsidiaries.

 

(Additional information)

 

10 special purpose companies deemed not to be subsidiaries of investing entities in accordance with Article 8-7 of Regulation for Terminology, Forms and Preparation of Financial Statements have been excluded from the scope of consolidation. An outline and other information on these companies are provided in the Note on “Special Purpose Companies Subject to Disclosure”.

   

(Additional information)

 

8 special purpose companies deemed not to be subsidiaries of investing entities in accordance with Article 8-7 of Regulation for Terminology, Forms and Preparation of Financial Statements have been excluded from the scope of consolidation. An outline and other information on these companies are provided in the Note on “Special Purpose Companies Subject to Disclosure”.

  The Accounting Standards Board of Japan (“ASBJ”) Implementation Guidance No. 15 “Implementation Guidance on Disclosures about Certain Special Purpose Entities” (issued by ASBJ on March 29, 2007) became effective from fiscal years beginning on or after April 1, 2007. This guidance has been applied from the six months ended September 30, 2007.     The Accounting Standards Board of Japan (“ASBJ”) Implementation Guidance No. 15 “Implementation Guidance on Disclosures about Certain Special Purpose Entities” (issued by ASBJ on March 29, 2007) became effective from fiscal years beginning on or after April 1, 2007. This guidance has been applied from the fiscal year ended March 31, 2008.

 

C-14


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  (3) Entities not treated as subsidiaries even though the MUFG Group owns the majority of the voting rights (rights to execute duties):   (3) Entities not treated as subsidiaries even though the MUFG Group owns the majority of the voting rights (rights to execute duties):   (3) Entities not treated as subsidiaries even though the MUFG Group owns the majority of the voting rights (rights to execute duties):
  Nichiele Corporation   Nichiele Corporation   Nichiele Corporation
 

(Reasons for not treating as a subsidiary)

 

A consolidated subsidiary that operates an investment business holds shares in this company with the intention of raising corporate value but with no intention of controlling the company. Therefore it is not treated as a subsidiary.

 

Hygeia Co., Ltd.

 

(Reasons for not treating as a subsidiary)

 

A consolidated subsidiary that operates an investment business holds shares in this company with the intention of raising corporate value but with no intention of controlling the company. Therefore it is not treated as a subsidiary.

 

Hygeia Co., Ltd.

 

(Reasons for not treating as a subsidiary)

 

A consolidated subsidiary that operates an investment business holds shares in this company with the intention of raising corporate value but with no intention of controlling the company. Therefore it is not treated as a subsidiary.

 

Hygeia Co., Ltd.

 

(Reasons for not treating as a subsidiary)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as a subsidiary.

 

(Reasons for not treating as a subsidiary)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as a subsidiary.

 

(Reasons for not treating as a subsidiary)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as a subsidiary.

  THCAP Investment Limited Partnership   THCAP Investment Limited Partnership   THCAP Investment Limited Partnership
  Shonan Sangakurenkei Fund Investment Limited Partnership   Shonan Sangakurenkei Fund Investment Limited Partnership   Shonan Sangakurenkei Fund Investment Limited Partnership
  Gunma Challenge Fund Investment Limited Partnership   Gunma Challenge Fund Investment Limited Partnership   Gunma Challenge Fund Investment Limited Partnership
  FOODSNET Corporation   FOODSNET Corporation   FOODSNET Corporation
  YAMAGATA FOODS, Co., Ltd.   YAMAGATA FOODS, Co., Ltd.   YAMAGATA FOODS, Co., Ltd.
  GREEN BELL Co., Ltd.   GREEN BELL Co., Ltd.   GREEN BELL Co., Ltd.
    PATLITE Corporation   PATLITE Corporation
    BESTa Foods Co., Ltd.   BESTa Foods Co., Ltd.
    Dream Infinity Inc.   Dream Infinity Inc.
    Nippon Computer System Co., Ltd.  

 

C-15


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  (Reasons for not treating as a subsidiary)   (Reasons for not treating as a subsidiary)   (Reasons for not treating as a subsidiary)
  A consolidated venture capital subsidiary participates in the management of these partnerships as an unlimited liability partner as its main business or owns an interest in the stock to support their capital growth with no intention of controlling these partnerships. Therefore they are not treated as subsidiaries.   A consolidated venture capital subsidiary participates in the management of these partnerships as an unlimited liability partner as its main business or owns an interest in the stock to support their capital growth with no intention of controlling these partnerships. Therefore they are not treated as subsidiaries.   A consolidated venture capital subsidiary participates in the management of these partnerships as an unlimited liability partner as its main business or owns an interest in the stock to support their capital growth with no intention of controlling these partnerships. Therefore they are not treated as subsidiaries.
 

 

___________

 

(4) Special purpose companies subject to disclosure

 

1) Overview of special purpose companies and transactions involving the special purpose companies:

 

Special purpose companies (mainly companies established in the Cayman Islands) are used for securitization. Upon securitization, Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) establishes a trust for the loans, and issues beneficiary interests with senior, subordinate and other tranches. Only the senior beneficiary interests are transferred to the special purpose companies. The special purpose companies issue bonds or make a borrowing backed by the transferred senior beneficiary interests. MUN receives cash raised as proceeds from the transfer of the senior beneficiary interests.

 

 

___________

 

C-16


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    MUN also provides a debt collection service to the special purpose companies and retains the subordinated beneficiary interests and a portion of the proceeds from the sale of senior beneficiary interests. An adequate allowance for credit losses is established for the subordinated portion in trust assets for which recovery is less than expected.  
    As a result of the securitization, there are three special purpose companies that have outstanding transaction balances with MUN as of September 30, 2008. The total assets (gross total) and the total liabilities (gross total) of these special purpose companies at their most recent balance sheet dates amount to 17,947 million yen, and 17,866 million yen, respectively. Neither MUFG nor any of its subsidiaries own stock with voting rights of these special purpose companies, nor have any directors or employees of MUFG or any of its subsidiaries been seconded to the special purpose companies.  

 

C-17


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

   

2)      Transaction amounts with special purpose companies subject to disclosure and other information for the interim period:

 

 
        

(in millions of yen)

    
    

Amount of major transactions

or balance as of Sept. 30, 2008

  
    

Principal Gains or Losses

  
        

(Item)

  (Amount)     
    

Transferred senior beneficiary interests relating to:

    
    

Operating loans

  —     
    

Gains on sales

  —     
    

Residual balance of proceeds from sales (accounts receivable)

  29   
    

Gains on distribution

  —     
    

Transaction volume of debt collection service (Note 2)

  756   
    

Gains on debt collection service

  756   
   

 

Notes:

1.     As of September 30, 2008, the balance of subordinated beneficiary interests not transferred to the special purpose companies is 73,304 million yen. Gains on distribution from these subordinate beneficiary interests (9,511 million yen) are recorded as “Interest income” and elsewhere.

 
   

2.     Gains on the debt collection service are recorded as “Fees and commissions” and elsewhere.

 

2.      Application of equity method

  (1) Number of affiliates accounted for under the equity method: 44   (1) Number of affiliates accounted for under the equity method: 61   (1) Number of affiliates accounted for under the equity method: 43
  Principal companies:   Principal companies:   Principal companies:
  The Chukyo Bank, Ltd.   The Chukyo Bank, Ltd.   The Chukyo Bank, Ltd.
  The Gifu Bank, Ltd.   The Gifu Bank, Ltd.   The Gifu Bank, Ltd.
  Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd.   Jibun Bank Corporation   Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd.
  Mitsubishi UFJ Lease & Finance Company Limited   Mitsubishi UFJ Lease & Finance Company Limited   Mitsubishi UFJ Lease & Finance Company Limited

 

C-18


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  BOT Lease Co., Ltd.   BOT Lease Co., Ltd.   BOT Lease Co., Ltd.
  ACOM CO., Ltd.   ACOM CO., Ltd.   ACOM CO., Ltd.
  Mobit Co., Ltd.   Mobit Co., Ltd.   Mobit Co., Ltd.
  Mitsubishi Research Institute DCS Co., Ltd.   JACCS CO., Ltd.   JACCS CO., Ltd.
 

For the six months ended September 30, 2007, kabu.com Securities Co., Ltd. and 3 other companies were excluded from the scope of affiliates due to change in ownership status to a subsidiary, merger or other reasons.

 

On April 1, 2007, Diamond Lease Co., Ltd., merged with UFJ Central Leasing Co., Ltd. and was renamed Mitsubishi UFJ Lease & Finance Company Limited.

 

On April 1, 2007, Diamond Computer Service Co., Ltd. was renamed Mitsubishi Research Institute DCS Co., Ltd.

 

JALCARD, INC.

 

Mitsubishi Research Institute DCS Co., Ltd.

 

Dah Sing Financial Holdings Limited

 

PT. Bank Nusantara Parahyangan Tbk.

 

Kim Eng Holdings Limited

 

For the six months ended September 30, 2008, JALCARD, INC. and 19 other companies were newly accounted for under the equity method through purchase of shares or other reasons.

 

Mitsubishi UFJ Merrill Lynch PB Securities Co., Ltd. and 1 other company were excluded from the scope of affiliates due to change in ownership status to a subsidiary.

 

Mitsubishi Research Institute DCS Co., Ltd.

 

PT. Bank Nusantara Parahyangan Tbk.

 

For the fiscal year ended March 30, 2008, JACCS CO., Ltd. and 1 other company were newly accounted for under the equity method due to additional investments or other reasons.

 

For the fiscal year ended March 31, 2008, MU Japan Fund PLC was newly accounted for under the equity method due to the significance of MUFG’s share of net income and retained earnings on the consolidated financial statements.

 

kabu.com Securities Co., Ltd. and 7 other companies were excluded from the scope of affiliates due to change in ownership status to a subsidiary, merger, or other reasons.

 

     

On April 1, 2007, Diamond Lease Co., Ltd. merged with UFJ Central Leasing Co., Ltd., and was renamed Mitsubishi UFJ Lease & Finance Company Limited.

 

On April 1, 2007, Diamond Computer Service Co., Ltd. was renamed Mitsubishi Research Institute DCS Co., Ltd.

 

C-19


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

(2) Non-consolidated subsidiaries not accounted for under the equity method

 

There are no applicable companies.

 

(2) Non-consolidated subsidiaries not accounted for under the equity method

 

There are no applicable companies.

 

(2) Non-consolidated subsidiaries not accounted for under the equity method

 

There are no applicable companies.

  (3) Affiliates not accounted for under the equity method  

 

(3) Affiliates not accounted for under the equity method

  (3) Affiliates not accounted for under the equity method
  Principal companies:   Principal company:   Principal company:
 

SCB Leasing Public Company Limited

MU Japan Fund PLC

  SCB Leasing Public Company Limited   SCB Leasing Public Company Limited
 

These affiliates are not accounted for under the equity method because MUFG’s share of its net income, retained earnings or deferred gains and losses on hedging instruments do not have a material impact on the interim consolidated financial statements even if these companies are excluded from the scope of applying the equity method.

  This affiliate is not accounted for under the equity method because MUFG’s share of its net income, retained earnings or deferred gains and losses on hedging instruments do not have a material impact on the interim consolidated financial statements even if this company is excluded from the scope of applying the equity method.   This affiliate is not accounted for under the equity method because MUFG’s share of its net income, retained earnings or deferred gains and losses on hedging instruments do not have a material impact on the consolidated financial statements even if this company is excluded from the scope of applying the equity method.
  (4) Entities not recognized as affiliates in which 20% to 50% of the voting rights are owned:   (4) Entities not recognized as affiliates in which 20% to 50% of the voting rights are owned:   (4) Entities not recognized as affiliates in which 20% to 50% of the voting rights are owned:
  Kyoto Remedis Co., Ltd.   Kyoto Remedis Co., Ltd.   Kyoto Remedis Co., Ltd.
  VLI Communications Co., Ltd.   Kyoto Constella Technologies Co., Ltd.   Kyoto Constella Technologies Co., Ltd.
  SuperIndex Inc.   SuperIndex Inc.   SuperIndex Inc.
  Pasto Co., Ltd.   Pasto Co., Ltd.   Pasto Co., Ltd.
  Pharma Frontier Co., Ltd.   cifra inc.   Pharma Frontier Co., Ltd.
  Medical Trials Inc.   Pharma Frontier Co., Ltd.   Medical Trials Inc.
  MARS ltd.   Medical Trials Inc.   MARS ltd.
  Assist Computer Systems Inc.   Assist Computer Systems Inc.   Assist Computer Systems Inc.
  SSI Corporation   SPRING, inc   Conversion Co., Ltd

 

C-20


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  SANKI Co., Ltd.   Street Design Corporation   SSI Corporation
  SuperMap Japan Co., Ltd.   MARS ltd.   SuperMap Japan Co., Ltd.
  NBA JAPAN Co., Ltd.   Conversion Co., Ltd   NBA JAPAN Co., Ltd.
  Japan Medical Information Research Institute, Inc.   SSI Corporation   Japan Medical Information Research Institute, Inc.
  Street Design Corporation   SuperMap Japan Co., Ltd.   Street Design Corporation
  cifra inc.   NBA JAPAN Co., Ltd.   cifra inc.
  Centillion II Venture Capital Corporation   Japan Medical Information Research Institute, Inc.   Centillion II Venture Capital Corporation
    Centillion II Venture Capital Corporation  
 

(Reason for not treating as an affiliate)

 

The consolidated venture capital subsidiaries own shares in these companies to support their capital growth with no intention of controlling these entities. Therefore they are not treated as affiliates.

 

(Reason for not treating as an affiliate)

 

The consolidated venture capital subsidiaries own shares in these companies to support their capital growth with no intention of controlling these entities. Therefore they are not treated as affiliates.

 

(Reason for not treating as an affiliate)

 

The consolidated venture capital subsidiaries own shares in these companies to support their capital growth with no intention of controlling these entities. Therefore they are not treated as affiliates.

 

RYOGOKU CITY CORE Co., Ltd

 

(Reason for not treating as an affiliate)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as an affiliate.

 

RYOGOKU CITY CORE Co., Ltd

 

(Reason for not treating as an affiliate)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as an affiliate.

 

RYOGOKU CITY CORE Co., Ltd

 

(Reason for not treating as an affiliate)

 

This company was established as a property management agent to manage buildings in trust for beneficiaries of a land trust business with no intention of controlling this company. Therefore, it is not treated as an affiliate.

3. Balance sheet date for the interim periods (balance sheet date) of consolidated subsidiaries

  (1) The interim financial statements balance sheet dates of consolidated subsidiaries are as follows:   (1) The interim financial statements balance sheet dates of consolidated subsidiaries are as follows:   (1) The balance sheet dates of consolidated subsidiaries are as follows:
  November 30: 3 subsidiaries   November 30: 3 subsidiaries   May 31: 3 subsidiaries
  April 30: 3 subsidiaries   December 31: 1 subsidiary   August 31: 1 subsidiary
  June 30: 140 subsidiaries   February 28/29: 1 subsidiary   October 31: 1 subsidiary
  July 24: 18 subsidiaries   April 30: 1 subsidiary   December 31: 139 subsidiaries
  July 31: 1 subsidiary   June 30: 138 subsidiaries   January 24: 17 subsidiaries
  August 31: 2 subsidiaries   July 24: 20 subsidiaries   January 31: 1 subsidiary
  September 30: 85 subsidiaries   July 31: 1 subsidiary   February 28/29: 1 subsidiary
    August 31: 2 subsidiaries   March 31: 79 subsidiaries
    September 30: 79 subsidiaries  

 

C-21


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  (2) Two of the consolidated subsidiaries with interim financial statements balance sheet dates as of November 30 are consolidated based on their financial statements as of August 31.   (2) Two of the consolidated subsidiaries with interim financial statements balance sheet dates as of November 30 are consolidated based on their financial statements as of August 31.   (2) Two of the consolidated subsidiaries with balance sheet dates as of May 31 are consolidated based on their financial statements as of February 28/29.
 

One of the consolidated subsidiaries with interim financial statements balance sheet date as of November 30, one of the consolidated subsidiaries with interim financial statements balance sheet date as of April 30 and one of the consolidated subsidiaries with interim financial statements balance sheet date as of June 30 are consolidated based on their financial statements as of September 30.

 

One of the consolidated subsidiaries with interim financial statements balance sheet date as of April 30 is consolidated based on its financial statements as of June 30.

 

One of the consolidated subsidiaries with interim financial statements balance sheet date as of April 30 is consolidated based on its financial statements as of July 31.

 

Consolidated subsidiaries other than specified above are consolidated based on their financial statements as of the respective interim financial statements balance sheet dates.

 

One of the consolidated subsidiaries with interim financial statements balance sheet date as of November 30 and the consolidated subsidiary with interim financial statements balance sheet date as of February 28/29 are consolidated based on their financial statements as of September 30.

 

The consolidated subsidiary with interim financial statements balance sheet date as of December 31 is consolidated based on its financial statements as of June 30.

 

The consolidated subsidiary with interim financial statements balance sheet date as of April 30 is consolidated based on its financial statements as of July 31.

 

Consolidated subsidiaries other than specified above are consolidated based on their financial statements as of the respective interim financial statements balance sheet dates.

 

One of the consolidated subsidiaries with balance sheet date as of May 31 and the consolidated subsidiary with balance sheet date as of August 31 are consolidated based on their financial statements as of March 31.

 

The consolidated subsidiary with balance sheet date as of October 31 is consolidated based on its financial statements as of January 31.

 

Consolidated subsidiaries other than specified above are consolidated based on their financial statements as of the respective balance sheet dates.

 

C-22


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  Necessary adjustments are made to reflect any significant transactions that occurred between the interim consolidated financial statements balance sheet date and interim financial statements balance sheet dates of the consolidated subsidiaries above.   Necessary adjustments are made to reflect any significant transactions that occurred between the interim consolidated financial statements balance sheet date and interim financial statements balance sheet dates of the consolidated subsidiaries above.  

Necessary adjustments are made to reflect any significant transactions that occurred between the consolidated balance sheet date and the balance sheet dates of the consolidated subsidiaries above.

 

(Additional information)

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd., a subsidiary of MUFG, established The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. on June 28, 2007 and transferred its 6 branches and 2 sub-branches in China to the new company on July 1, 2007. Adjustments relating to transfers of the branches and sub-branches described above are reflected in the consolidated financial statements as significant transactions. The statement of income of The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. from July 1, 2007 to September 30, 2007 is not reflected to the consolidated statement of income; however, its impact is immaterial.

   

(Additional information)

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd., a subsidiary of MUFG, established The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. on June 28, 2007 and transferred its 6 branches and 2 sub-branches in China to the new company on July 1, 2007. The balance sheet date of the consolidated subsidiary, The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. is December 31.

     
 

The Bank of Tokyo-Mitsubishi UFJ (China), Ltd. is included in the “Asia /Oceania” segment.

   

 

C-23


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

4.      Accounting policies

 

(1) Trading assets and trading liabilities; trading income and expenses

 

Transactions entered into for generating gains using short-term fluctuations or arbitrage opportunities in interest rates, currency exchange rates, market prices in securities markets or other market indices (“Trading transactions”) are presented in “Trading assets” and “Trading liabilities” in the interim consolidated balance sheet on a trade date basis. Gains and losses from trading transactions (interest and dividends, gains and losses on sales, and unrealized gains and losses) are presented in “Trading income” and “Trading expenses” in the interim consolidated statement of income.

 

Trading assets and trading liabilities are measured at fair values as at the interim financial statements balance sheet date.

 

(1) Trading assets and trading liabilities; trading income and expenses

 

Transactions entered into for generating gains using short-term fluctuations or arbitrage opportunities in interest rates, currency exchange rates, market prices in financial instrument markets or other market indices (“Trading transactions”) are presented in “Trading assets” and “Trading liabilities” in the interim consolidated balance sheet on a trade date basis. Gains and losses from trading transactions (interest and dividends, gains and losses on sales, and unrealized gains and losses) are presented in “Trading income” and “Trading expenses” in the interim consolidated statement of income.

 

Trading assets and trading liabilities are measured at fair values as at the interim financial statements balance sheet date.

 

(1) Trading assets and trading liabilities; trading income and expenses

 

Transactions entered into for generating gains using short-term fluctuations or arbitrage opportunities in interest rates, currency exchange rates, market prices in securities markets or other market indices (“Trading transactions”) are presented in “Trading assets” and “Trading liabilities” in the consolidated balance sheet on a trade date basis. Gains and losses from trading transactions (interest and dividends, gains and losses on sales, and unrealized gains and losses) are presented in “Trading income” and “Trading expenses” in the consolidated statement of income.

 

Trading assets and trading liabilities are measured at fair values as at the balance sheet date.

 

(2)    Securities

 

(A) Debt securities being held to maturity are carried at amortized costs (using the straight-line method) using the moving average method. Investments in affiliates not accounted for under the equity method are carried at acquisition costs using the moving average method. Other securities with fair values are carried at their quoted market prices as at

 

(2)    Securities

 

(A) Same as described in the six months ended September 30, 2007.

 

(2)    Securities

 

(A) Debt securities being held to maturity are carried at amortized costs (using the straight-line method) using the moving average method. Investments in affiliates not accounted for under the equity method are carried at acquisition costs using the moving average method. Other securities with fair values are carried at their quoted market prices as at

 

C-24


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  the interim financial statements balance sheet date (cost of securities sold is calculated primarily under the moving average method). Other securities that have no fair values are carried at acquisition costs or amortized costs as computed under the moving average method.     the balance sheet date (cost of securities sold is calculated primarily under the moving average method). Other securities that have no fair values are carried at acquisition costs or amortized costs as computed under the moving average method.
  Net unrealized gains (losses) on other securities are included directly in net assets, net of taxes, excluding changes in fair value recognized in current earnings for securities with embedded derivatives which are not bifurcated.     Net unrealized gains (losses) on other securities are included directly in net assets, net of taxes, excluding changes in fair value recognized in current earnings for securities with embedded derivatives which are not bifurcated.
   

(Additional information)

Floating-rate Japanese government bonds which are included in “Securities” had previously been evaluated based on market values. The domestic consolidated banking subsidiary has examined its accounting treatment for floating-rate Japanese government bonds in accordance with PITF No. 25 “Practical Solution on Measurement of Fair Value of Financial Assets” (issued by the ASBJ on October 28, 2008) and determined that market values at the end of the interim period cannot be deemed as fair values as a result of assessing the current market environment, and measures its floating-rate Japanese government bonds based on reasonably estimated amounts starting from the six months ended September 30, 2008.

 
    This resulted in a 122,235 million yen increase in “Securities,” a 41,083 million yen decrease in  

 

C-25


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    “Deferred tax assets” and an 81,152 million yen increase in “Net unrealized gains (losses) on other securities” as compared to the measurement using the quoted market prices.  
 

(B) Securities which are held as trust assets in “Money held in trust” are accounted for under the same basis as noted in Notes (1) and (2) (A) above.

 

Unrealized gains and losses on securities that are part of trust assets in connection with monies held in trust, which are not held for trading purposes or held to maturity, are included directly in net assets, net of taxes.

  (B) Same as described in the six months ended September 30, 2007.  

(B) Same as described in the six months ended September 30, 2007.

 

(3)    Derivatives

 

Derivative transactions (other than trading transactions) are generally measured at fair value.

 

(3)    Derivatives

 

Same as described in the six months ended September 30, 2007.

 

(3)    Derivatives

 

Same as described in the six months ended September 30, 2007.

 

(4)    Depreciation

 

1)      Tangible fixed assets

 

(4)    Depreciation

 

1)      Tangible fixed assets (excluding leased assets)

 

(4)    Depreciation

 

1)      Tangible fixed assets

  Depreciation for tangible fixed assets of MUFG and its domestic consolidated banking subsidiaries and trust banking subsidiaries is computed using the declining-balance method.   Depreciation for tangible fixed assets of MUFG and its domestic consolidated banking subsidiaries and trust banking subsidiaries is computed using the declining-balance method to allocate annual estimated depreciation to each period.   Depreciation for tangible fixed assets of MUFG and its domestic consolidated banking subsidiaries and trust banking subsidiaries is computed using the declining-balance method.
 

The estimated useful lives are as follows:

 

Buildings: 15 years to 50 years

Equipment: 2 years to 20 years

 

The estimated useful lives are as follows:

 

Buildings: 15 years to 50 years

Other: 2 years to 20 years

 

The estimated useful lives are as follows:

 

Buildings: 15 years to 50 years

Equipment: 2 years to 20 years

 

C-26


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  Depreciation for tangible fixed assets of other consolidated subsidiaries is computed primarily using the straight-line method based on their estimated useful lives.   Depreciation for tangible fixed assets of other consolidated subsidiaries is computed primarily using the straight-line method based on their estimated useful lives.   Depreciation for tangible fixed assets of other consolidated subsidiaries is computed primarily using the straight-line method based on their estimated useful lives.
    (Additional information)   (Changes in accounting policies)
   

Beginning from the fiscal year ended March 31, 2008, depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform.

 

With the FY 2007 Tax Reform, the domestic consolidated banking subsidiaries have

 

Depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform.

 

With the FY 2007 Tax Reform, the domestic consolidated banking subsidiaries have re-examined residual values of their buildings (excluding

    re-examined residual values of their buildings (excluding fixtures), based on historical data related to their disposition of buildings and other data and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.   fixtures), based on historical data related to their disposition of buildings and other data and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.

 

C-27


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

   

Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries. When compared to the new

method, General and administrative expenses declined by 4,713 million yen and Ordinary profits and Income before income taxes and others increased by the same amount for the six months ended September 30, 2007.

  This change resulted in an 11,135 million yen increase in General and administrative expenses and decreases in Ordinary profits and Income before income taxes and others by the same amount as compared to the previous method.
      Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries, resulting in inconsistencies between
     

the treatment applied in the fiscal year ended March 31, 2008. Consequently, compared to if the method after the change had been used in the six months ended September 30, 2007, General and administrative expenses declined by 4,713 million yen and Ordinary profits and Income before income taxes and others increased by the same amount.

 

(Additional information)

 

Beginning from the fiscal year ended March 31, 2008, the residual values of tangible fixed assets acquired on or before March 31, 2007, other than

 

C-28


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

      buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, are depreciated over 5 years using the straight-line method starting from the fiscal year immediately following the fiscal year in which the depreciation has reached its maximum for income tax purposes. This change resulted in a 2,576 million yen increase in general and administrative expenses and decreases in Ordinary profit and Income before income taxes and others by the same amount.
 

2)      Intangible fixed assets

 

2)      Intangible fixed assets (excluding leased assets)

 

2)      Intangible fixed assets

  Amortization of intangible fixed assets is computed   Amortization of intangible fixed assets is computed   Amortization of intangible fixed assets is computed
  primarily using the straight-line method. Development costs for internally used software are capitalized and amortized using the straight-line method over the estimated useful lives of primarily 3 to 10 years, which are set by MUFG and its consolidated subsidiaries.   primarily using the straight-line method. Development costs for internally used software are capitalized and amortized using the straight-line method over the estimated useful lives of primarily 3 to 10 years, which are set by MUFG and its consolidated subsidiaries.   primarily using the straight-line method. Development costs for internally used software are capitalized and amortized using the straight-line method over the estimated useful lives of primarily 3 to 10 years, which are set by MUFG and its consolidated subsidiaries.
   

3)      Leased assets

 

Leased assets reported in “Tangible fixed assets” and “Intangible fixed assets” for finance lease transactions other than those that are deemed to transfer the ownership of the leased assets to the lessees are depreciated using the straight line method over the lease term. With respect to residual values, guaranteed residual values are used for

 

 

C-29


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    leased assets with a residual value guarantee arrangement, while a nil residual value is used for leased assets with no such arrangement.  
 

(5)    Deferred assets

 

All stock issuance and bond issuance costs are recognized as expenses when disbursed.

 

Bonds are carried at amortized costs (using the straight-line method) in the interim consolidated balance sheet. However, discounts on bonds recorded in the consolidated balance sheet as of March 31, 2006 are amortized using the straight-line method over the life of the corresponding bonds and the unamortized portion is deducted directly from

 

(5)    Deferred assets

 

All stock issuance and bond issuance costs are recognized as expenses when disbursed.

 

Bonds are carried at amortized costs (using the straight-line method) in the interim consolidated balance sheet. However, discounts on bonds recorded in the consolidated balance sheet as of March 31, 2006 are amortized using the straight-line method over the life of the corresponding bonds and the unamortized portion is deducted directly from

 

(5)    Deferred assets

 

All stock issuance and bond issuance costs are recognized as expenses when disbursed.

 

Bonds are carried at amortized costs (using the straight-line method) in the consolidated balance sheet. However, discounts on bonds recorded in the consolidated balance sheet as of March 31, 2006 are amortized using the straight-line method over the life of the corresponding bonds and the unamortized portion is deducted directly from

  bonds as per the previous accounting method, in accordance with the transitional treatment set forth in ASBJ PITF No. 19, “Tentative Solution on Accounting for Deferred Assets” (issued on August 11, 2006).   bonds as per the previous accounting method, in accordance with the transitional treatment set forth in PITF No. 19, “Tentative Solution on Accounting for Deferred Assets” (issued on August 11, 2006).   bonds as per the previous accounting method, in accordance with the transitional treatment set forth in PITF No. 19, “Tentative Solution on Accounting for Deferred Assets” (issued on August 11, 2006).
 

(6)    Allowance for credit losses

 

The principal domestic consolidated subsidiaries provide allowances for credit losses in accordance with their established internal self-assessment standards for asset quality and their internal standards for write-offs and provisions.

 

For loans to borrowers that are legally and formally

 

(6)    Allowance for credit losses

 

The principal domestic consolidated subsidiaries provide allowances for credit losses in accordance with their established internal self-assessment standards for asset quality and their internal standards for write-offs and provisions.

 

For loans to borrowers that are legally and formally

 

(6)    Allowance for credit losses

 

The principal domestic consolidated subsidiaries provide allowances for credit losses in accordance with their established internal self-assessment standards for asset quality and their internal standards for write-offs and provisions.

 

For loans to borrowers that are legally and formally

 

C-30


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  declared bankrupt including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and suspended from processing by clearing houses, or other conditions (“bankrupt borrowers”) and to borrowers that are regarded as substantially bankrupt (“substantially bankrupt borrowers”), allowances for credit losses are provided based on the book values of the loans after write-offs as stated below, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.   declared bankrupt including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and suspended from processing by clearing houses, or other conditions (“bankrupt borrowers”) and to borrowers that are regarded as substantially bankrupt (“substantially bankrupt borrowers”), allowances for credit losses are provided based on the book values of the loans after write-offs as stated below, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.   declared bankrupt including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and suspended from processing by clearing houses, or other conditions (“bankrupt borrowers”) and to borrowers that are regarded as substantially bankrupt (“substantially bankrupt borrowers”), allowances for credit losses are provided based on the book values of the loans after write-offs as stated below, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.
  For loans to borrowers that are deemed highly likely to become bankrupt   For loans to borrowers that are deemed highly likely to become bankrupt   For loans to borrowers that are deemed highly likely to become bankrupt
  (“potentially bankrupt borrowers”), where the principal and interest collection cannot be reasonably estimated from the borrowers’ cash flows, allowances for credit losses are provided at amounts determined to be necessary based on an overall assessment of the solvency of the borrowers, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.   (“potentially bankrupt borrowers”), where the principal and interest collection cannot be reasonably estimated from the borrowers’ cash flows, allowances for credit losses are provided at amounts determined to be necessary based on an overall assessment of the solvency of the borrowers, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.   (“potentially bankrupt borrowers”), where the principal and interest collection cannot be reasonably estimated from the borrowers’ cash flows, allowances for credit losses are provided at amounts determined to be necessary based on an overall assessment of the solvency of the borrowers, net of expected amounts to be collected through the disposition of collateral and the execution of guarantees.
  For loans to potentially bankrupt borrowers and special mention borrowers requiring close monitoring where the principal and interest collection can be reasonably estimated from   For loans to potentially bankrupt borrowers and special mention borrowers requiring close monitoring where the principal and interest collection can be reasonably estimated from   For loans to potentially bankrupt borrowers and special mention borrowers requiring close monitoring where the principal and interest collection can be reasonably estimated from

 

C-31


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

the borrowers’ cash flows, allowances for credit losses are provided at amounts equal to the difference between the present values of the estimated cash flows discounted at the initial contractual interest rates and the book values of the loans.

 

For other loans, allowances are calculated by applying an allowance ratio, which is based on the historical credit loss experience over specified periods and other factors, to the outstanding loan amounts. For loans originated in specific foreign countries, additional allowances are provided based on the estimated losses arising from the political and economic conditions, and other conditions of these countries.

 

the borrowers’ cash flows, allowances for credit losses are provided at amounts equal to the difference between the present values of the estimated cash flows discounted at the initial contractual interest rates and the book values of the loans.

 

For other loans, allowances are calculated by applying an allowance ratio, which is based on the historical credit loss experience over specified periods and other factors, to the outstanding loan amounts. For loans originated in specific foreign countries, additional allowances are provided based on the estimated losses arising from the political and economic conditions, and other conditions of these countries.

 

the borrowers’ cash flows, allowances for credit losses are provided at amounts equal to the difference between the present values of the estimated cash flows discounted at the initial contractual interest rates and the book values of the loans.

 

For other loans, allowances are calculated by applying an allowance ratio, which is based on the historical credit loss experience over specified periods and other factors, to the outstanding loan amounts. For loans originated in specific foreign countries, additional allowances are provided based on the estimated losses arising from the political and economic conditions, and other conditions of these countries.

 

All loans are assessed by the branches and the credit review departments in accordance with their internal self-assessment standards for asset quality. The credit inspection department, which is independent of these business units, subsequently audits these assessments. The allowances presented above reflect these audited assessments.

 

For collateralized/guaranteed loans to bankrupt borrowers and substantially bankrupt borrowers, the remaining amount of loans, exceeding the collateral value plus the amounts determined to be collectible through guarantee, was

 

All loans are assessed by the branches and the credit review departments in accordance with their internal self-assessment standards for asset quality. The credit inspection department, which is independent of these business units, subsequently audits these assessments. The allowances presented above reflect these audited assessments.

 

For collateralized/guaranteed loans to bankrupt borrowers and substantially bankrupt borrowers, the remaining amount of loans, exceeding the collateral value plus the amounts determined to be collectible through guarantee, was

 

All loans are assessed by the branches and the credit review departments in accordance with their internal self-assessment standards for asset quality. The credit inspection department, which is independent of these business units, subsequently audits these assessments. The allowances presented above reflect these audited assessments.

 

For collateralized/guaranteed loans to bankrupt borrowers and substantially bankrupt borrowers, the remaining amount of loans, exceeding the collateral value plus the amounts determined to be collectible through guarantee, was

 

C-32


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  deemed to be uncollectible and written off. The total write-offs amounted to 796,115 million yen.   deemed to be uncollectible and written off. The total write-offs amounted to 779,419 million yen.   deemed to be uncollectible and written off. The total write-offs amounted to 691,894 million yen.
  For other consolidated subsidiaries, the allowance for credit losses for general loans is calculated based on their historical credit loss experience. The allowance for credit losses for specific loans including deteriorated loans are estimated based on individual assessments of collectibility.   For other consolidated subsidiaries, the allowance for credit losses for general loans is calculated based on their historical credit loss experience. The allowance for credit losses for specific loans including deteriorated loans are estimated based on individual assessments of collectibility.   For other consolidated subsidiaries, the allowance for credit losses for general loans is calculated based on their historical credit loss experience. The allowance for credit losses for specific loans including deteriorated loans are estimated based on individual assessments of collectibility.
 

(7)    Allowances for losses on securities

 

To provide for investment losses, allowances for losses on securities are provided based on the assessment of each issuer’s financial condition and other factors.

 

(7)    Allowances for losses on securities

 

Same as described in the six months ended September 30, 2007.

 

(7)    Allowances for losses on securities

 

Same as described in the six months ended September 30, 2007.

 

(8)    Reserve for bonuses

 

Reserve for bonuses reflects the amount accrued based on the estimated future bonus payments to employees as a result of service during the current interim period.

 

(8)    Reserve for bonuses

 

Same as described in the six months ended September 30, 2007.

 

(8)    Reserve for bonuses

 

Reserve for bonuses reflects the amount accrued based on the estimated future bonus payments to employees as a result of service during the current fiscal year.

 

(9)    Reserve for bonuses to directors

 

Some domestic consolidated subsidiaries recognize reserve for bonuses to directors that reflects the amount accrued based on the estimated future bonus payments to directors as a result of service during the current interim period.

 

(9)    Reserve for bonuses to directors

 

Reserve for bonuses to directors reflects the amount accrued based on the estimated future bonus payments to directors as a result of service during the current interim period.

 

(9)    Reserve for bonuses to directors

 

Reserve for bonuses to directors reflects the amount accrued based on the estimated future bonus payments to directors as a result of service during the current fiscal year.

 

(10)  Reserve for retirement benefits

 

Reserve for retirement benefits, which are for future pension payments to

 

(10)  Reserve for retirement benefits

 

Same as described in the six months ended September 30, 2007.

 

(10)  Reserve for retirement benefits

 

Reserve for retirement benefits, which are for future pension payments to

 

C-33


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  employees, is recorded at amount determined to be accrued for the interim period based on an estimate of retirement benefit obligations and pension assets as of the fiscal year-end. Prior service costs and unrecognized net actuarial gains and losses are expensed as follows:     employees, is recorded based on an estimate of retirement benefit obligations and pension assets as of the fiscal year-end. Prior service costs and unrecognized net actuarial gains and losses are expensed as follows:
 

(A)   Prior service costs

 

Prior service costs are amortized using the straight-line method. The amortization period is generally 10 years, but within the employees’ average remaining service period as determined from the year in which the services are provided.

 

(A)   Prior service costs

 

Same as described in the six months ended September 30, 2007.

 

(A)   Prior service costs

 

Same as described in the six months ended September 30, 2007.

 

(B)   Unrecognized net actuarial gains and losses

 

(B)   Unrecognized net actuarial gains and losses

 

(B)   Unrecognized net actuarial gains and losses

 

 

Unrecognized net actuarial gains and losses are amortized using the straight-line method commencing from the period following the period in which the unrecognized net actuarial gains and losses are incurred. The amortization period is generally 10 years, but within the employees’ average remaining service as determined from the year in which the services are provided.

 

 

Same as described in the six months ended September 30, 2007.

 

 

Same as described in the six months ended September 30, 2007.

 

(11)  Reserve for retirement benefits to directors

 

Reserve for retirement benefits to directors are provided at amount determined to be accrued as at the interim period end based on the estimated amount of benefits payable.

 

(11)  Reserve for retirement benefits to directors

 

Reserve for retirement benefits to directors are provided at amount determined to be accrued as at the interim period end based on the estimated amount of benefits payable.

 

(11)  Reserve for retirement benefits to directors

 

Reserve for retirement benefits to directors are provided at amount determined to be accrued as at fiscal year end based on the estimated amount of benefits payable.

 

C-34


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

 

___________

 

(12)  Reserve for loyalty award credits

 

Reserve for loyalty award credits, which are provided to meet the obligations for future use of points granted to “Super IC Card” and other card customers, are recorded based on the estimated future use of cash converted balances of unused points granted.

 

(12)  Reserve for loyalty award credits

 

Reserve for loyalty award credits, which are provided to meet the obligations for future use of points granted to “Super IC Card” and other card customers, are recorded based on the estimated future use of cash converted balances of unused points granted.

 

(12)  Reserve for contingent losses

 

Reserve for contingent losses, which is provided for possible contingent losses from off-balance sheet and other transactions, is

 

(13)  Reserve for contingent losses

 

Same as described in the six months ended September 30, 2007.

 

(13)  Reserve for contingent losses

 

Same as described in the six months ended September 30, 2007.

  recorded based on an estimate of future potential losses.    
 

(13)  Reserve for losses related to business restructuring

 

Reserve for losses related to business restructuring is recorded based on an estimate of future expenses and losses related to the business restructuring at any of the consolidated subsidiaries.

 

(14)  Reserve for losses related to business restructuring

 

Reserve for losses related to business restructuring is recorded based on an estimate of future expenses and losses related to the business restructuring at any of the consolidated subsidiaries.

 

(14)  Reserve for losses related to business restructuring

 

Reserve for losses related to business restructuring is recorded based on an estimate of future expenses and losses related to the business restructuring at any of the consolidated subsidiaries.

 

(14)  Reserves under special laws

 

Reserves under special laws consist of 4,300 million yen for contingent liabilities from financial instruments transactions recorded at amounts calculated in accordance with Article 48-3-1 of the Financial Instruments and Exchange Act and Article 189 of the Cabinet Office Ordinance

 

(15)  Reserves under special laws

 

Reserves under special laws consist of 3,335 million yen for contingent liabilities from financial instruments transactions recorded at amounts calculated in accordance with Article 46-5-1 and Article 48-3-1 of the Financial Instruments and Exchange Act and Article 175 and Article 189

 

(15)  Reserves under special laws

 

Reserves under special laws consist of 4,639 million yen for contingent liabilities from financial instruments transactions recorded at amounts calculated in accordance with Article 46-5-1 and Article 48-3-1 of the Financial Instruments and Exchange Act and Article 175 and Article 189

 

C-35


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  regarding Financial Instruments Businesses. This reserve is established to cover losses from incidents arising from market derivatives transactions as a brokerage.   of the Cabinet Office Ordinance regarding Financial Instruments Businesses. This reserve is established to cover losses from incidents arising from market derivatives transactions as a brokerage.   of the Cabinet Office Ordinance regarding Financial Instruments Businesses. This reserve is established to cover losses from incidents arising from market derivatives transactions as a brokerage.
  A reserve for contingent liabilities from financial futures transactions and a reserve for contingent liabilities from securities transactions were previously recorded in accordance with Article 81 of the Financial Futures Trading Law and Article 51 of the Securities and Exchange Law, respectively. These reserves have been replaced by the     A reserve for contingent liabilities from financial futures transactions and a reserve for contingent liabilities from securities transactions were previously recorded in accordance with Article 81 of the Financial Futures Trading Law and Article 51 of the Securities and Exchange Law, respectively. These reserves have been replaced by the
  reserve for contingent liabilities from financial instruments transactions from the six months ended September 30, 2007 due to the enforcement of the Financial Instruments and Exchange Act effective from September 30, 2007.     reserve for contingent liabilities from financial instruments transactions from the fiscal year ended March 31, 2008 due to the enforcement of the Financial Instruments and Exchange Act effective from September 30, 2007.
 

(15)  Assets and liabilities denominated in foreign currencies

 

Assets and liabilities denominated in foreign currencies and overseas branch accounts of domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries are translated into yen primarily at exchange rates prevailing at the interim consolidated balance sheet date, except for investments in affiliates which are translated into yen at exchange rates prevailing on the transaction dates.

 

(16)  Assets and liabilities denominated in foreign currencies

 

Same as described in the six months ended September 30, 2007.

 

(16)  Assets and liabilities denominated in foreign currencies

 

Assets and liabilities denominated in foreign currencies and overseas branch accounts of domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries are translated into yen primarily at exchange rates prevailing at the consolidated balance sheet date, except for investments in affiliates which are translated into yen at exchange rates prevailing on the transaction dates.

 

C-36


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  Assets and liabilities denominated in foreign currencies of other consolidated subsidiaries are translated into yen at exchange rates prevailing on the respective interim consolidated balance sheet dates.     Assets and liabilities denominated in foreign currencies of other consolidated subsidiaries are translated into yen at exchange rates prevailing on the respective consolidated balance sheet dates.
 

(16)  Lease transactions

 

(17)  Lease transactions (Lessee)

 

(17)  Lease transactions

  Finance leases entered into by the domestic consolidated subsidiaries other than those deemed to transfer the ownership of the leased assets to the lessees are accounted for similar to operating leases.   Finance leases entered into by the domestic consolidated subsidiaries other than those that are deemed to transfer the ownership of the leased assets to the lessee and whose lease terms start from   Finance leases entered into by the domestic consolidated subsidiaries other than those deemed to transfer the ownership of the leased assets to the lessees are accounted for similar to operating leases.
   

the fiscal year beginning on or after April 1, 2008 are accounted for similar to ordinary sales and purchase transactions. Leased assets are depreciated using the straight line method over the lease term.

 

With respect to residual values, guaranteed residual values are used for leased assets with a residual value guarantee arrangement, while a nil residual value is used for leased assets with no such arrangement.

Finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessee and whose lease terms started from the fiscal year beginning before April 1, 2008 are accounted for similar to operating leases.

 
   

(Lessor)

 

Finance leases other than those that are deemed to

 

 

C-37


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    transfer the ownership of the leased assets to the lessee are accounted for similar to ordinary sales and purchase transactions. Income and expenses arising from these leases are recognized by allocating interest equivalent amounts to applicable periods instead of recording sales as “Other operating income”.  
   

(Changes in accounting policies)

 

Previously, finance leases other than those that are deemed to transfer the ownership of the leased

 
   

assets to the lessee were accounted for similar to operating leases. However, MUFG has applied ASBJ Statement No. 13 “Accounting Standard for Lease Transactions” (issued on March 30, 2007 by ASBJ) and ASBJ Implementation Guidance No. 16 “Implementation Guidance on Accounting Standard for Lease Transactions” (issued on March 30, 2007 by ASBJ) from the six months ended September 30, 2008, which became effective from fiscal years beginning on or after April 1, 2008.

 

(Lessee)

 

This change does not have a material impact on the consolidated balance sheet and other items.

 
   

(Lessor)

 

As compared to the previous method, this change resulted in a 58,083 million yen decrease in “Ordinary

 

 

C-38


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

    income” (within “Ordinary income”, a 4,266 million yen increase in “Interest income” and a 62,349 million yen decrease in “Other ordinary income”), a 58,295 million yen decrease in “Ordinary expenses” (within “Ordinary expenses”, a 56,376 million yen decrease in “Other ordinary expenses”), a 212 million yen increase in “Ordinary profits”, a 6,107 million yen increase in “Extraordinary gains”, and a 6,319 million yen increase in “Income before income taxes and others”.  
 

(17)  Hedge accounting

 

(a)    Hedge accounting for interest rate risks:

 

Domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries have adopted the deferred hedge accounting method for hedging transactions for interest rate risks arising from financial assets and liabilities. Individual hedging or portfolio hedging, as stated in the Japanese Institute of Certified Public Accountants (“JICPA”) Industry Audit Committee Report No. 24, “Treatment of Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Banking Industry” (issued on February 13, 2002, “Industry Audit Committee Report No. 24”) and JICPA Accounting Practice Committee Report No. 14,

 

(18)  Hedge accounting

 

(a)    Hedge accounting for interest rate risks:

 

Domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries have adopted the deferred hedge accounting method for hedging transactions for interest rate risks arising from financial assets and liabilities. Individual hedging or portfolio hedging, as stated in the Japanese Institute of Certified Public Accountants (“JICPA”) Industry Audit Committee Report No. 24, “Treatment of Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Banking Industry” (issued on February 13, 2002, “Industry Audit Committee Report No. 24”) and JICPA Accounting Practice Committee Report No. 14,

 

(18)  Hedge accounting

 

(a)    Hedge accounting for interest rate risks:

 

Domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries have adopted the deferred hedge accounting method for hedging transactions for interest rate risks arising from financial assets and liabilities. Individual hedging or portfolio hedging, as stated in the Japanese Institute of Certified Public Accountants (“JICPA”) Industry Audit Committee Report No. 24, “Treatment of Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Banking Industry” (issued on February 13, 2002, “Industry Audit Committee Report No. 24”) and JICPA Accounting Practice Committee Report No. 14,

 

C-39


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

“Implementation Guidance on Accounting for Financial Instruments” (issued on January 31, 2000 by JICPA), are primarily applied to determine hedged items.

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate deposits, loans and other instruments, the hedged items are determined individually, or collectively based on grouping the transactions by their maturities in accordance with Industry Audit

 

“Implementation Guidance on Accounting for Financial Instruments” (issued on January 31, 2000 by JICPA), are primarily applied to determine hedged items.

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate deposits, loans and other instruments, the hedged items are determined individually, or collectively based on grouping the transactions by their maturities in accordance with Industry Audit

 

“Implementation Guidance on Accounting for Financial Instruments” (issued on January 31, 2000 by JICPA), are primarily applied to determine hedged items.

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate deposits, loans and other instruments, the hedged items are determined individually, or collectively by their maturities in accordance with Industry Audit Committee Report No. 24. Interest rate swaps

  Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments.   Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments.  

and other derivatives are designated as hedging instruments.

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate bonds classified as other securities, the hedged items are determined by the type of bonds. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the similarity of the terms.

 

With respect to hedging transactions to fix the cash flows of forecasted transactions for floating rate deposits and loans as well as short-term fixed rate

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate bonds classified as other securities, the hedged items are determined by the type of bonds. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the similarity of the terms.

 

With respect to hedging transactions to fix the cash flows of forecasted transactions for floating rate deposits and loans as well as short-term fixed rate

 

With respect to hedging transactions to offset fluctuations in market prices of fixed rate bonds classified as other securities, the hedged items are determined by the type of bonds. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the similarity of the terms.

 

With respect to hedging transactions to fix the cash flows of forecasted transactions for floating rate deposits and loans as well as short-term fixed rate

 

C-40


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  deposits, loans and other instruments, the hedged items are determined collectively based on grouping the transactions by interest rate indices and tenors in accordance with Industry Audit Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the   deposits, loans and other instruments, the hedged items are determined collectively based on grouping the transactions by interest rate indices and tenors in accordance with Industry Audit Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the   deposits, loans and other instruments, the hedged items are determined collectively based on grouping the transactions by interest rate indices and tenors in accordance with Industry Audit Committee Report No. 24. Interest rate swaps and other derivatives are designated as hedging instruments. As the main terms of the hedged items and hedging instruments are substantially the same, and as a result such hedging transactions are deemed highly effective, the assessment of effectiveness is based on the
  similarity of the terms. The effectiveness of hedging transactions is also assessed based on the correlation between the hedged items and the hedging instruments.   similarity of the terms. The effectiveness of hedging transactions is also assessed based on the correlation between the hedged items and the hedging instruments.   similarity of the terms. The effectiveness of hedging transactions is also assessed based on the correlation between the hedged items and the hedging instruments.
  As of March 31, 2002, deferred hedge losses and gains were recorded in the consolidated balance sheet as a result of applying macro hedge accounting based on JICPA Industry Audit Committee Report No. 15, “Tentative Treatment of Accounting and Auditing for Applying Accounting Standards for Financial Instruments for the Banking Industry” (issued on February 15, 2000 by JICPA), under which interest rate risk arising from numerous deposits, loans and other instruments are collectively managed using derivative transactions. These losses and gains are amortized as   As of March 31, 2002, deferred hedge losses and gains were recorded in the consolidated balance sheet as a result of applying macro hedge accounting based on JICPA Industry Audit Committee Report No. 15, “Tentative Treatment of Accounting and Auditing for Applying Accounting Standards for Financial Instruments for the Banking Industry” (issued on February 15, 2000 by JICPA), under which interest rate risk arising from numerous deposits, loans and other instruments are collectively managed using derivative transactions. These losses and gains are amortized as   As of March 31, 2002, deferred hedge losses and gains were recorded in the consolidated balance sheet as a result of applying macro hedge accounting based on JICPA Industry Audit Committee Report No. 15, “Tentative Treatment of Accounting and Auditing for Applying Accounting Standards for Financial Instruments for the Banking Industry” (issued on February 15, 2000 by JICPA), under which interest rate risk arising from numerous deposits, loans and other instruments are collectively managed using derivative transactions. These losses and gains are amortized as

 

C-41


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  expense or income over the remaining lives of the macro hedging instruments (for a maximum period of 15 years from April 1, 2003). Deferred hedge losses and gains attributable to macro hedge accounting as of September 30, 2007 are 33,622 million yen (before tax effect adjustment) and 55,135 million yen (before tax effect adjustment), respectively.   expense or income over the remaining lives of the macro hedging instruments (for a maximum period of 15 years from April 1, 2003). Deferred hedge losses and gains attributable to macro hedge accounting as of September 30, 2008 are 18,664 million yen (before tax effect adjustment) and 32,459 million yen (before tax effect adjustment), respectively.   expense or income over the remaining lives of the macro hedging instruments (for a maximum period of 15 years from April 1, 2003). Deferred hedge losses and gains attributable to macro hedge accounting as of March 31, 2008 are 25,715 million yen (before tax effect adjustment) and 41,677 million yen (before tax effect adjustment), respectively.
 

(b)    Hedge accounting for foreign currency risks:

 

Domestic consolidated banking and trust banking subsidiaries have adopted

 

(b)    Hedge accounting for foreign currency risks:

 

Same as described in the six months ended September 30, 2007.

 

(b)    Hedge accounting for foreign currency risks:

 

Same as described in the six months ended September 30, 2007.

  the deferred hedge accounting method for hedging transactions for foreign currency risks arising from financial assets and liabilities denominated in foreign currencies. Hedged items are collectively determined based on grouping transactions by foreign currency denominated monetary receivables and liabilities in accordance with JICPA Industry Audit Committee Report No. 25, “Treatment of Accounting and Auditing concerning Accounting for Foreign Currency Transactions for the Banking Industry” (issued on July 29, 2002 by JICPA). Currency swap transactions and foreign exchange contracts (cash related swap transactions) denominated in the same currency are designated as the hedging instruments.    

 

C-42


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  In addition to the activities described above, the portfolio hedging or individual hedging is used for hedging foreign currency risks associated with investments in affiliates and other securities (excluding debt securities) denominated in foreign currencies. Foreign currency denominated monetary liabilities and forward exchange contracts denominated in the same currency are designated as hedging instruments. The deferred hedge method is applied to investments in    
  affiliates denominated in foreign currency, while the fair value hedge method is applied to other securities (excluding debt securities) denominated in foreign currency.    
 

(c)    Inter-company and intra-company transactions

 

For derivative transactions entered into between consolidated companies, or between trading accounts and other accounts (or between the internal departments), the gains and losses or unrealized gains and losses arising from interest rate swaps, currency swaps, and other derivates, which are designated as hedging instruments are not eliminated. These gains and losses are recognized in current earnings for the current interim period or deferred, because these derivative transactions are

 

(c)    Inter-company and intra-company transactions

 

Same as described in the six months ended September 30, 2007.

 

(c)    Inter-company and intra-company transactions

 

For derivative transactions entered into between consolidated companies, or between trading accounts and other accounts (or between the internal departments), the gains and losses or unrealized gains and losses arising from interest rate swaps, currency swaps, and other derivates, which are designated as hedging instruments are not eliminated. These gains and losses are recognized in current earnings for the current fiscal year or deferred, because these derivative transactions are

 

C-43


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

  executed in accordance with the criteria for qualifying for third-party covered transactions which are determined to be executed non-arbitrarily and as part of strict hedging activities, as set forth in Industry Audit Committee Reports No. 24 and No. 25.     executed in accordance with the criteria for qualifying for third-party covered transactions which are determined to be executed non-arbitrarily and as part of strict hedging activities, as set forth in Industry Audit Committee Reports No. 24 and No. 25.
 

(18)  Consumption taxes

 

National and local consumption taxes (the “Consumption and Other Taxes”) for MUFG and its domestic consolidated subsidiaries are excluded from transaction amounts. Non-deductible portions of

 

(19)  Consumption taxes

 

Same as described in the six months ended September 30, 2007.

 

(19)  Consumption taxes

 

Same as described in the six months ended September 30, 2007.

  the Consumption and Other Taxes on the purchases of tangible fixed assets are expensed when incurred.    
 

(19)  Income taxes accounting

 

Current and deferred taxes for the current interim period are calculated based on the assumption that the reserve for losses on overseas investments are expected to be reversed through retained earnings at the period end of the domestic consolidated trust banking subsidiary.

 

(20)  Income taxes accounting

 

Same as described in the six months ended September 30, 2007.

 

 

___________

 

(20)  Bills discounted and rediscounted

 

Bills discounted or rediscounted are accounted for as financial transactions in accordance with Industry Audit Committee Report No. 24.

 

(21)  Bills discounted and rediscounted

 

Same as described in the six months ended September 30, 2007.

 

(20)  Bills discounted and rediscounted

 

Same as described in the six months ended September 30, 2007.

 

C-44


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

___________

 

 

(22)  Foreign subsidiaries

 

Where foreign subsidiaries prepare their financial statements in accordance with International Financial Reporting Standards (“IFRS”) or accounting standards generally accepted in the U.S. (“US GAAP”), MUFG uses these financial statements for its consolidation reporting purposes. In addition, where foreign subsidiaries prepare their financial statements in accordance with their generally accepted local accounting standards other than IFRS or US GAAP, such financial statements are mainly adjusted to comply with US GAAP.

 

___________

 

   

Adjustments necessary for the consolidation reporting are made to these financial statements.

 

(Changes in accounting policies)

 

MUFG has adopted PITF No. 18 “Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements” (issued by ASBJ on May 17, 2006, “PITF No. 18”) from the six months ended September 30, 2008, which is effective from fiscal years beginning on or after April 1, 2008.

 

This change resulted in a 7,218 million yen increase in Ordinary profits and Income before income taxes and others, as compared to the previous accounting method.

 

 

C-45


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

   

(Additional information)

 

Net actuarial gains and losses not recognized as net periodic costs, which are recorded in the financial statements of foreign subsidiaries reporting under US GAAP in accordance with “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (FASB Statement No. 158), were previously deducted from Net assets and allocated to “Other assets” or “Reserve for retirement benefits”. From the six months ended

 
    September 30, 2008, such net actuarial gains and losses are separately recorded, net of the related tax effects and minority interests portion, as “Pension liability adjustments of subsidiaries preparing financial statements under US GAAP”, under the valuation and translation adjustments in Net assets.  
    As compared to the previous method, this change resulted in a 21,136 million yen decrease in “Other assets”, a 9,620 million yen increase in “Reserve for retirement benefits”, an 11,814 million yen decrease in “Deferred tax liabilities” and a 6,573 million yen decrease in “Minority interests”.  

 

C-46


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

5. Scope of cash and cash equivalents in the (interim) consolidated statements of cash flows

  The scope of cash and cash equivalents in the interim consolidated statement of cash flows consists of “Cash and due from banks” on the interim consolidated balance sheet, excluding time deposits and negotiable certificates of deposits in other banks.   Same as described in the six months ended September 30, 2007.   The scope of cash and cash equivalents in the consolidated statement of cash flows consists of “Cash and due from banks” on the consolidated balance sheet, excluding time deposits and negotiable certificates of deposits in other banks.

 

C-47


Changes in the Significant Accounting Policies Applied for Preparing the Interim Consolidated Financial Statements

 

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

Fiscal year ended

March 31, 2008

(Accounting Standard for Financial Instruments)

 

Some requirements regarding the scope of securities under “Accounting Standard for Financial Instruments” (“Accounting Standard”) (ASBJ Statement No. 10) and “Implementation Guidance on Accounting for Financial Instruments” (“Implementation Guidance”) (JICPA Accounting Practice Committee Report No. 14) were revised on June 15, 2007 and July 4, 2007, respectively. The revised Accounting Standard and the Implementation Guidance are effective for fiscal years and interim periods ending on or after the enforcement date of the Financial Instruments and Exchange Act. MUFG adopted the revised Accounting Standard and Implementation Guidance from the interim period ended September 30, 2007.

 

These revisions do not have an impact on the interim consolidated financial statements.

  

 

___________

  

(Accounting Standard for Financial Instruments)

 

Some requirements regarding the scope of securities under “Accounting Standard for Financial Instruments” (“Accounting Standard”) (ASBJ Statement No. 10) and “Implementation Guidance on Accounting for Financial Instruments” (“Implementation Guidance”) (JICPA Accounting Practice Committee Report No. 14) were revised on June 15, 2007 and July 4, 2007, respectively. The revised Accounting Standard and the Implementation Guidance are effective for fiscal years ending on or after the enforcement date of the Financial Instruments and Exchange Act. MUFG adopted the revised Accounting Standard and Implementation Guidance from the fiscal year ended March 31, 2008. These revisions do not have an impact on the consolidated financial statements.

(Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets)

 

Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue and expenditure for management accounting purposes. This change was due to the rationalization of business systems

  

 

___________

  

(Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets)

 

Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue and expenditure for management accounting purposes. This change was due to the

 

C-48


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

Fiscal year ended

March 31, 2008

and business restructuring following the merger.

 

This change resulted in a 542 million yen increase in Ordinary profits and a 4,717 million yen decrease in Income before income taxes and others and Net income.

     

rationalization of business systems and business restructuring following the merger.

 

This change resulted in a 1,085 million yen increase in Ordinary profits and a 4,174 million yen decrease in Income before income taxes and others.

___________

 

  

(Net presentation of derivative transactions subject to the master netting agreements)

 

Beginning the six months ended September 30, 2008, MUFG started to present in its financial statements the fair value amounts recognized for derivative instruments executed with the same counterparty as assets and liabilities on a gross basis. These assets and liabilities were previously presented net if there was a legally valid master netting agreement between the two parties.

 

MUFG reviewed its accounting presentation practice from the viewpoint of the fair disclosure practice relating to credit risk and determined that it is more appropriate to present on a gross basis, which is the general rule. This is because the recent trend of increasing amounts of cash collateral received or paid for derivative transactions is an indication that it may no longer be reasonable to offset only the fair value amounts recognized as assets and liabilities for derivative instruments.

 

As compared to the previous balance sheet presentation, this change resulted in a 3,336,769 million yen increase in “Trading assets”, a 3,384,170 million yen increase in “Trading liabilities”, a 1,141,588 million yen increase in “Other assets” and a 1,094,188 million yen increase in “Other

  

___________

 

 

C-49


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

Fiscal year ended

March 31, 2008

   liabilities”. For the cash flow statement, this change resulted in a 716, 895 million yen increase in “Net (decrease) increase in trading assets”, a 706, 252 million yen decrease in “Net increase (decrease) in trading liabilities”, and a 10,642 million yen decrease in “Other”.   

 

C-50


Changes in Presentation

 

For the six months ended September 30, 2007

  

For the six months ended September 30, 2008

(Consolidated balance sheet)

 

From the six months ended September 30, 2007, “Reserve for retirement benefits to directors”, which was previously reported in “Other liabilities”, is separately presented in accordance with the revisions to the Forms appended to the “Ordinance for Enforcement of Banking Law” (Ministry of Finance Ordinance No. 10, 1982) made under the “Cabinet Office Ordinance on Partial Revisions of Ordinance for Enforcement of Banking Law” (Cabinet Office Ordinance No. 76, September 28, 2007), which are effective for fiscal years beginning on or after April 1, 2007.

 

“Reserve for retirement benefits to directors”, which was previously reported in “Other liabilities”, was 1,241 million yen as of March 31, 2007. “Reserve for retirement benefits to directors”, which was previously reported in “Other liabilities”, was 952 million yen as of September 30, 2006.

 

(Consolidated statement of income)

 

From the six months ended September 30, 2007, provisions for reserves for contingent liabilities from financial futures transactions and reserves for contingent liabilities from securities transactions previously recorded in Extraordinary losses are recorded as provisions for reserves for contingent liabilities from financial instruments transactions, in accordance with the revisions to the Forms appended to the “Ordinance for Enforcement of Banking Law” (Ministry of Finance Ordinance No. 10, 1982) made under the “Cabinet Office Ordinance on Partial Revisions of Ordinance for Enforcement of Banking Law” (Cabinet Office Ordinance No. 60, August 8, 2007) which are effective from September 30, 2007.

  

 

 

 

___________

(Consolidated statement of cash flows)

 

Due to the separate presentation of reserve for retirement benefits to directors, which was previously reported in “Other liabilities” in the consolidated balance sheet, net increases (decreases) in reserve for retirement benefits to directors, which were previously reported in “Other” under “Cash flows from operating activities” are separately presented as “Increase (decrease) in reserve for retirement benefits to directors”.

  
In the fiscal year ended March 31, 2007, “Increase in reserve for retirement benefits to directors” previously reported in “Other” under “Cash flows from operating activities” was 161 million yen. In the six months ended September 30, 2006, “Increase in reserve for retirement   

 

C-51


For the six months ended September 30, 2007

  

For the six months ended September 30, 2008

benefits to directors” previously reported in “Other” under “Cash flows from operating activities” was (128) million yen.   
  

(Consolidated balance sheet)

 

(1)    Lease receivables and lease investment assets are presented as “Other assets” in accordance with the revisions to the Forms appended to the “Ordinance for Enforcement of Banking Law” (Ministry of Finance Ordinance No. 10, 1982) made under the “Cabinet Office Ordinance on Partial Revision of Ordinance for Enforcement of Banking Law” (Cabinet Office Ordinance No. 44, July 11, 2008), which are applied to financial statements for fiscal years beginning on or after April 1, 2008. Due to this change, receivables arising from finance lease transactions entered into by the overseas leasing subsidiary which were previously presented as “Loans and bills discounted”, and lease investment assets previously presented as “Tangible fixed assets” or “Intangible fixed assets” are reported as “Other assets” from the six months ended September 30, 2008.

 

         “Other assets” which was previously reported in “Loans and bills discounted”, “Tangible fixed assets” and “Intangible fixed assets” were 328,751 million yen, 13,707 million yen and 305 million yen, respectively, as of September 30, 2007.

 

(2)    Reserve for loyalty award credits recognized by the consolidated subsidiaries was previously included in “Other liabilities” as it was determined to be immaterial. “Reserve for loyalty award credits” which was included in “Other liabilities” was 8,801 million yen as of September 30, 2007.

 

(Consolidated statement of cash flows)

 

Due to the separate presentation of reserve for loyalty award credits, which was previously reported as “Other liabilities” in the consolidated balance sheet, net increases (decreases) in reserve for loyalty award credits, which were previously presented in “Other” under “Cash flows from operating activities” are separately presented in “Increase (decrease) in reserve for loyalty award credits”.

 

   In the six months ended September 30, 2007, “Increase (decrease) in reserve for loyalty award credits” previously reported as part of “Other” under “Cash flows from operating activities” was 3,592 million yen.

 

C-52


Notes to the Interim Consolidated Financial Statements

(Consolidated Balance Sheets)

 

As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

1. “Securities” include 209,910 million yen of investments in affiliates and 2,331 million yen of investments.   1. “Securities” include 284,654 million yen of investments in affiliates and 1,982 million yen of investments  

1. “Securities” include 249,266 million yen of investments in affiliates and 2,269 million yen of investments.

 

These amounts include 8,301 million yen of investments in jointly controlled companies.

2. “Securities” include 538 million yen of unsecured securities lent.   2. “Securities” include 794 million yen of unsecured securities lent.   2. “Securities” include 942 million yen of unsecured securities lent.

For securities borrowed and securities purchased under resale agreements, with the rights to dispose the securities through sale or re-pledge without restrictions, 6,044,205 million yen is re-pledged, 574,469 million yen is re-loaned, and 9,083,538 million yen is held as of September 30, 2007.

 

Bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought which are accepted through bills discounted include rights to dispose through the sale or pledge without restrictions. The total face value of these bills is 1,093,616 million yen. Of this amount, the total face value of bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought delivered through rediscount is 10,680 million yen.

 

For securities borrowed and securities purchased under resale agreements, with the rights to dispose the securities through sale or re-pledge without restrictions, 5,400,337 million yen is re-pledged, 943,264 million yen is re-loaned, and 7,586,639 million yen is held as of September 30, 2008.

 

Bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought which are accepted through bills discounted include rights to dispose through the sale or pledge without restrictions. The total face value of these bills is 1,007,324 million yen. Of this amount, the total face value of bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought delivered through rediscount is 14,921 million yen.

 

For securities borrowed and securities purchased under resale agreements, with the rights to dispose the securities through sale or re-pledge without restrictions, 5,557,035 million yen is re-pledged, 399,451 million yen is re-loaned, and 14,686,956 million yen is held as of March 31, 2008.

 

Bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought which are accepted through bills discounted include rights to dispose through the sale or pledge without restrictions. The total face value of these bills is 989,845 million yen. Of this amount, the total face value of bankers’ acceptances, commercial bills discounted, documentary bills and foreign bills bought delivered through rediscount is 7,927 million yen.

3. Loans to bankrupt borrowers and delinquent loans were 36,878 million yen and 897,477 million yen, respectively.   3. Loans to bankrupt borrowers and delinquent loans were 70,362 million yen and 928,338 million yen, respectively.   3. Loans to bankrupt borrowers and delinquent loans were 43,298 million yen and 737,926 million yen, respectively.
Loans to bankrupt borrowers are loans (1) where accrued interest income is not recognized as it is probable that the principal or interest cannot be collected due to   Loans to bankrupt borrowers are loans (1) where accrued interest income is not recognized as it is probable that the principal or interest cannot be collected due to   Loans to bankrupt borrowers are loans (1) where accrued interest income is not recognized as it is probable that the principal or interest cannot be collected due to

 

C-53


As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

delinquencies in payment of principal or interest for a significant period of time or for other reasons (excluding loans written-off; “Non-accrual loans”), and (2) that meet the criteria set forth in Article 96-1-3 (1) to (5) and Article 96-1- 4 of the Order Enforcement of the Corporate Tax Law (Cabinet Order No. 97 of 1965).   delinquencies in payment of principal or interest for a significant period of time or for other reasons (excluding loans written-off; “Non-accrual loans”), and (2) that meet the criteria set forth in Article 96-1-3 (1) to (5) and Article 96-1- 4 of the Order Enforcement of the Corporate Tax Law (Cabinet Order No. 97 of 1965).   delinquencies in payment of principal or interest for a significant period of time or for other reasons (excluding loans written-off; “Non-accrual loans”), and (2) that meet the criteria set forth in Article 96-1-3 (1) to (5) and Article 96-1- 4 of the Order Enforcement of the Corporate Tax Law (Cabinet Order No. 97 of 1965).
Delinquent loans represent non-accrual loans other than loans to bankrupt borrowers and loans for which interest payments have been rescheduled for restructuring or providing support to borrowers.   Delinquent loans represent non-accrual loans other than loans to bankrupt borrowers and loans for which interest payments have been rescheduled for restructuring or providing support to borrowers.   Delinquent loans represent non-accrual loans other than loans to bankrupt borrowers and loans for which interest payments have been rescheduled for restructuring or providing support to borrowers.

4. Loans past due for 3 months or more amount to 17,866 million yen.

 

Loans past due for 3 months or more represent loans whose principal or interest payments have been past due for 3 months or more from the day following the contractual due date, excluding loans to bankrupt borrowers and delinquent loans.

 

4. Loans past due for 3 months or more amount to 17,708 million yen.

 

Loans past due for 3 months or more represent loans whose principal or interest payments have been past due for 3 months or more from the day following the contractual due date, excluding loans to bankrupt borrowers and delinquent loans.

 

4. Loans past due for 3 months or more amount to 17,900 million yen.

 

Loans past due for 3 months or more represent loans whose principal or interest payments have been past due for 3 months or more from the day following the contractual due date, excluding loans to bankrupt borrowers and delinquent loans.

5. Restructured loans amount to 449,472 million yen.

 

Restructured loans represent loans for which concessions favorable to the borrowers are granted in order to restructure or provide support to borrowers. Concessions include a reduction or rescheduling of interest payments, rescheduling of principal payments and waiving of loans. Restructured loans do not include loans classified as loans to bankrupt borrowers, delinquent loans and loans past due for 3 months or more.

 

5. Restructured loans amount to 434,086 million yen.

 

Restructured loans represent loans for which concessions favorable to the borrowers are granted in order to restructure or provide support to borrowers. Concessions include a reduction or rescheduling of interest payments, rescheduling of principal payments and waiving of loans. Restructured loans do not include loans classified as loans to bankrupt borrowers, delinquent loans and loans past due for 3 months or more.

 

5. Restructured loans amount to 477,544 million yen.

 

Restructured loans represent loans for which concessions favorable to the borrowers are granted in order to restructure or provide support to borrowers. Concessions include a reduction or rescheduling of interest payments, rescheduling of principal payments and waiving of loans. Restructured loans do not include loans classified as loans to bankrupt borrowers, delinquent loans and loans past due for 3 months or more.

 

C-54


As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

6. The total amount of loans to bankrupt borrowers, delinquent loans, loans past due for 3 months or more and restructured loans was 1,401,694 million yen.

 

The loan amounts provided in Notes 3 to 6 above represent gross amounts before the deduction of allowances for credit losses.

 

6. The total amount of loans to bankrupt borrowers, delinquent loans, loans past due for 3 months or more and restructured loans was 1,450,495 million yen.

 

The loan amounts provided in Notes 3 to 6 above represent gross amounts before the deduction of allowances for credit losses.

 

6. The total amount of loans to bankrupt borrowers, delinquent loans, loans past due for 3 months or more and restructured loans was 1,276,670 million yen.

 

The loan amounts provided in Notes 3 to 6 above represent gross amounts before the deduction of allowances for credit losses.

7. Assets pledged as collateral are as follows:   7. Assets pledged as collateral are as follows:   7. Assets pledged as collateral are as follows:

Cash and due from banks

   ¥ 1,124 million  

Cash and due from banks

  ¥ 1,819 million  

Cash and due from banks:

  ¥ 2,124 million

Trading assets

   ¥ 846,698 million   Trading assets   ¥ 506,583 million   Trading assets   ¥ 815,656 million

Securities

   ¥ 1,312,667 million   Securities   ¥ 1,323,102 million   Securities   ¥ 2,364,483 million

Loans and bills discounted

   ¥ 208,993 million  

Loans and bills discounted

  ¥ 1,308,153 million  

Loans and bills discounted

  ¥ 86,330 million

Other assets

   ¥ 2,475 million   Other assets   ¥ 364 million   Other assets   ¥ 34 million

Tangible fixed assets

   ¥ 662 million  

Tangible fixed assets

  ¥ 844 million  

Tangible fixed assets

  ¥ 1,142 million

Intangible fixed assets

   ¥ 374 million  

Intangible fixed assets

  ¥ 833 million  

Intangible fixed assets

  ¥ 764 million
Liabilities related to pledged assets are as follows:   Liabilities related to pledged assets are as follows:   Liabilities related to pledged assets are as follows:

Deposits

   ¥ 293,359 million   Deposits   ¥ 343,940 million   Deposits   ¥ 393,748 million

Call money and bills sold

   ¥ 612,000 million  

Call money and bills sold

  ¥ 280,000 million  

Call money and bills sold

  ¥ 610,900 million

Borrowed money

   ¥ 1,632,801 million   Commercial paper   ¥ 25,000 million   Commercial paper   ¥ 25,000 million

Bonds payable

   ¥ 11,217 million   Borrowed money   ¥ 2,496,849 million   Borrowed money   ¥ 2,120,577 million

Acceptances and guarantees

   ¥ 1,124 million  

Bonds payable

  ¥ 18,393 million   Bonds payable:   ¥ 17,154 million
    

Acceptances and guarantees

  ¥ 1,705 million  

Acceptances and guarantees

  ¥ 2,124 million
In addition to the items listed above, 158,369 million yen of cash and due from banks, 662,081 million yen of monetary claims bought, 26,839 million yen of trading assets, 5,213,729 million yen of securities, 6,042,207 million yen of loans and bills discounted, and 6,163 million yen of other assets have been pledged as collateral for exchange settlements and other transactions or as deposits for future margin.   In addition to the items listed above, 219,166 million yen of cash and due from banks, 569,862 million yen of monetary claims bought, 303,128 million yen of trading assets, 9,279,365 million yen of securities, 7,708,551 million yen of loans and bills discounted, and 5,321 million yen of other assets have been pledged as collateral for exchange settlements and other transactions or as deposits for future margin.   In addition to the items listed above, 113,293 million yen of cash and due from banks, 568,156 million yen of monetary claims bought, 19,698 million yen of trading assets, 4,670,829 million yen of securities, 6,165,191 million yen of loans and bills discounted, and 5,707 million yen of other assets have been pledged as collateral for exchange settlements and other transactions or as deposits for future margin.

 

C-55


As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

5,063,594 million yen of trading assets and 5,334,575 million yen of securities have been sold under repurchase agreements or lent under cash collateralized debt securities lending transactions. The corresponding payables under repurchase agreements and payables under securities lending transactions are 4,166,266 million yen and 5,758,665 million yen, respectively.   5,209,172 million yen of trading assets and 4,935,319 million yen of securities have been sold under repurchase agreements or lent under cash collateralized debt securities lending transactions. The corresponding payables under repurchase agreements and payables under securities lending transactions are 6,014,334 million yen and 3,504,866 million yen, respectively.   4,432,044 million yen of trading assets and 6,151,604 million yen of securities have been sold under repurchase agreements or lent under cash collateralized debt securities lending transactions. The corresponding payables under repurchase agreements and payables under securities lending transactions are 5,903,798 million yen and 3,877,010 million yen, respectively.
8. Overdraft facilities and commitment lines of credit are contracts which commit to finance up to predetermined limits at the request of customers for extending loans, unless they have breached the terms and conditions set forth in the contracts. The unused balance of these contracts is 68,604,086 million yen.   8. Overdraft facilities and commitment lines of credit are contracts which commit to finance up to predetermined limits at the request of customers for extending loans, unless they have breached the terms and conditions set forth in the contracts. The unused balance of these contracts is 62,785,375 million yen.   8. Overdraft facilities and commitment lines of credit are contracts which commit to finance up to predetermined limits at the request of customers for extending loans, unless they have breached the terms and conditions set forth in the contracts. The unused balance of these contracts is 69,330,633 million yen.
The unused balance does not necessarily have an impact on future cash flows because many of these contracts are expected to expire without being drawn down. Most of these contracts include clauses under which the consolidated subsidiaries may refuse applications from customers for extending loans or reduce contracted limits for reasons such as changes in financial conditions, insufficient security or other reasonable reasons. Real estate and/or securities and other items are requested to be pledged as collateral as needed upon signing of the contract. In addition, once the contract is entered into, periodic monitoring of the borrower’s business conditions and other matters are performed in accordance with established internal procedures to review the terms and conditions of the contracts and take actions to secure credit extended, as needed.   The unused balance does not necessarily have an impact on future cash flows because many of these contracts are expected to expire without being drawn down. Most of these contracts include clauses under which the consolidated subsidiaries may refuse applications from customers for extending loans or reduce contracted limits for reasons such as changes in financial conditions, insufficient security or other reasonable reasons. Real estate and/or securities and other items are requested to be pledged as collateral as needed upon signing of the contract. In addition, once the contract is entered into, periodic monitoring of the borrower’s business conditions and other matters are performed in accordance with established internal procedures to review the terms and conditions of the contracts and take actions to secure credit extended, as needed.   The unused balance does not necessarily have an impact on future cash flows because many of these contracts are expected to expire without being drawn down. Most of these contracts include clauses under which the consolidated subsidiaries may refuse applications from customers for extending loans or reduce contracted limits for reasons such as changes in financial conditions, insufficient security or other reasonable reasons. Real estate and/or securities and other items are requested to be pledged as collateral as needed upon signing of the contract. In addition, once the contract is entered into, periodic monitoring of the borrower’s business conditions and other matters are performed in accordance with established internal procedures to review the terms and conditions of the contracts and take actions to secure credit extended, as needed.

 

C-56


As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

9. In accordance with the “Law concerning Revaluation of Land” (Law No. 34, March 31, 1998), land used for business operations of the domestic consolidated banking subsidiaries and the domestic consolidated trust banking subsidiaries has been revalued. The taxable portion of the revaluation difference is recognized as liabilities in “Deferred tax liabilities for land revaluation”, while the revaluation difference, net of the taxable portion, plus MUFG’s interest in the reserve for land revaluation reported in the equity method affiliates. Net assets are recorded as “Reserve for land revaluation” in Net assets.   9. In accordance with the “Law concerning Revaluation of Land” (Law No. 34, March 31, 1998), land used for business operations of the domestic consolidated banking subsidiaries and the domestic consolidated trust banking subsidiaries has been revalued. The taxable portion of the revaluation difference is recognized as liabilities in “Deferred tax liabilities for land revaluation”, while the revaluation difference, net of the taxable portion, plus MUFG’s interest in the reserve for land revaluation reported in the equity method affiliates. Net assets are recorded as “Reserve for land revaluation” in Net assets.   9. In accordance with the “Law concerning Revaluation of Land” (Law No. 34, March 31, 1998), land used for business operations of the domestic consolidated banking subsidiaries and the domestic consolidated trust banking subsidiaries has been revalued. The taxable portion of the revaluation difference is recognized as liabilities in “Deferred tax liabilities for land revaluation”, while the revaluation difference, net of the taxable portion, plus MUFG’s interest in the reserve for land revaluation reported in the equity method affiliates. Net assets are recorded as “Reserve for land revaluation” in Net assets.

Dates of revaluation:

 

Consolidated domestic banking subsidiaries: March 31, 1998

 

Consolidated domestic trust banking subsidiaries: March 31, 1998 December 31, 2001, March 31, 2002

 

Dates of revaluation:

 

Consolidated domestic banking subsidiaries: March 31, 1998

 

Consolidated domestic trust banking subsidiaries: March 31, 1998 December 31, 2001, March 31, 2002

 

Dates of revaluation:

 

Consolidated domestic banking subsidiaries: March 31, 1998

 

Consolidated domestic trust banking subsidiaries: March 31, 1998 December 31, 2001, March 31, 2002

Method of revaluation under Article 3, Paragraph 3 of the Law:

 

Revaluation amounts are determined based on (1) “published land price under the Land Price Publication Law” stipulated in Article 2 Item 1 of the “Order for Enforcement of the Law concerning Revaluation of Land” (“Order for Enforcement”) (Cabinet Order No. 119, March 31, 1998), (2) “standard land price determined for land selected as a benchmark as defined in the Order for Enforcement of National Land Use Planning Law” stipulated in Article 2 Item 2 of the “Order for Enforcement,” (3) “land price determined by the method

 

Method of revaluation under Article 3, Paragraph 3 of the Law:

 

Revaluation amounts are determined based on (1) “published land price under the Land Price Publication Law” stipulated in Article 2 Item 1 of the “Order for Enforcement of the Law concerning Revaluation of Land” (“Order for Enforcement”) (Cabinet Order No. 119, March 31, 1998), (2) “standard land price determined for land selected as a benchmark as defined in the Order for Enforcement of National Land Use Planning Law” stipulated in Article 2 Item 2 of the “Order for Enforcement,” (3) “land price determined by the method

 

Method of revaluation under Article 3, Paragraph 3 of the Law:

 

Revaluation amounts are determined based on (1) “published land price under the Land Price Publication Law” stipulated in Article 2 Item 1 of the “Order for Enforcement of the Law concerning Revaluation of Land” (“Order for Enforcement”) (Cabinet Order No. 119, March 31, 1998), (2) “standard land price determined for land selected as a benchmark as defined in the Order for Enforcement of National Land Use Planning Law” stipulated in Article 2 Item 2 of the “Order for Enforcement,” (3) “land price determined by the method

 

C-57


As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

established and published by the Commissioner of the National Tax Agency in order to calculate the land value which is used for determining taxable amounts subject to land price tax as set forth in Article 16 of the Land Price Tax Law” stipulated in Article 2 Item 4 of the “Order for Enforcement” with price adjustments by shape and price fluctuation over a period and (4) appraisal by certified real estate appraisers stipulated in Article 2 Item 5 of the “Order for Enforcement” with price adjustments for time.   established and published by the Commissioner of the National Tax Agency in order to calculate the land value which is used for determining taxable amounts subject to land price tax as set forth in Article 16 of the Land Price Tax Law” stipulated in Article 2 Item 4 of the “Order for Enforcement” with price adjustments by shape and price fluctuation over a period and (4) appraisal by certified real estate appraisers stipulated in Article 2 Item 5 of the “Order for Enforcement” with price adjustments for time.   established and published by the Commissioner of the National Tax Agency in order to calculate the land value which is used for determining taxable amounts subject to land price tax as set forth in Article 16 of the Land Price Tax Law” stipulated in Article 2 Item 4 of the “Order for Enforcement” with price adjustments by shape and price fluctuation over a period and (4) appraisal by certified real estate appraisers stipulated in Article 2 Item 5 of the “Order for Enforcement” with price adjustments for time.
Some of the companies accounted for under the equity method have revalued their land used for business operations as of March 31, 2002.   Some of the companies accounted for under the equity method have revalued their land used for business operations as of March 31, 2002.   Some of the companies accounted for under the equity method have revalued their land used for business operations as of March 31, 2002.
10. Accumulated depreciation on tangible fixed assets: 1,383,524 million yen   10. Accumulated depreciation on tangible fixed assets: 1,029,988 million yen   10. Accumulated depreciation on tangible fixed assets: 1,372,174 million yen

11. Compressed book value of tangible fixed assets: 91,738 million yen

 

(Compressed book value for the six months ended September 30, 2007: — million yen)

 

 

___________

 

11. Compressed book value of tangible fixed assets: 91,673 million yen

 

(Compressed book value for the fiscal year ended March 31, 2008: — million yen)

12. Borrowed money includes 1,178,500 million yen of subordinated borrowings whose repayment is subordinated to other debts.   12. Borrowed money includes 1,166,000 million yen of subordinated borrowings whose repayment is subordinated to other debts.   12. Borrowed money includes 1,202,500 million yen of subordinated borrowings whose repayment is subordinated to other debts.
13. Bonds payable include 3,293,896 million yen of subordinated bonds.   13. Bonds payable include 3,221,661 million yen of subordinated bonds.   13. Bonds payable include 3,158,606 million yen of subordinated bonds.

 

___________

 

14. Goodwill and negative goodwill are netted and presented as “Other assets.” The gross amounts of goodwill and negative goodwill are as follows:

 

 

 

___________

 

Goodwill

   367,951 million yen   
 

Negative goodwill

   31,433 million yen   
 

Net

   336,517 million yen   

 

C-58


As of September 30, 2007

 

As of September 30, 2008

 

As of March 31, 2008

15. The principal amounts of money in trusts and loan trusts entrusted to the domestic trust banking subsidiaries, with principal guaranteed contracts, are 1,386,986 million yen and 293,603 million yen, respectively.   15. The principal amounts of money in trusts and loan trusts entrusted to the domestic trust banking subsidiaries, with principal guaranteed contracts, are 1,154,687 million yen and 169,572 million yen, respectively.   15. The principal amounts of money in trusts and loan trusts entrusted to the domestic trust banking subsidiaries, with principal guaranteed contracts, are 1,277,958 million yen and 231,508 million yen, respectively.
16. Guarantee obligations for private placement bonds (defined in Article 2-3 of the Financial Instruments and Exchange Act) in “Securities” is 3,352,216 million yen.   16. Guarantee obligations for private placement bonds (defined in Article 2-3 of the Financial Instruments and Exchange Act) in “Securities” is 3,044,763 million yen.   16. Guarantee obligations for private placement bonds (defined in Article 2-3 of the Financial Instruments and Exchange Act) in “Securities” is 3,093,449 million yen.

 

C-59


(Consolidated Statements of Income)

 

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

1.      Other ordinary income includes 105,818 million yen of gains on sales of equity securities and 76,995 million yen of lease income relating to the consolidated leasing subsidiaries.

 

1.      Other ordinary income includes 71,840 million yen of gains on sales of equity securities.

 

1.      Other ordinary income includes 176,970 million yen of gains on sales of equity securities and 152,639 million yen of lease income relating to the consolidated leasing subsidiaries.

2.      Other ordinary expenses include 163,776 million yen of provisions for credit losses, 87,010 million yen of loan write-offs, 66,711 million yen of leasing costs relating to the consolidated leasing subsidiaries, and 45,010 million yen of write-down of equity securities.

 

2.      Other ordinary expenses include 171,834 million yen of provisions for credit losses, 163,052 million yen of loan write-offs, and 145,276 million yen of write-down of equity securities.

 

2.      Other ordinary expenses include 251,597 million yen of loan write-offs, 132,564 million yen of leasing costs relating to the consolidated leasing subsidiaries, and 187,104 million yen of write-down of equity securities.

 

___________

 

3.      Impact upon the adoption of accounting standard for lease transactions recognized represents the impact arising from the changes in the accounting for lease transactions as a lessor by the consolidated subsidiary whose main business is leasing.

 

 

___________

 

___________

 

 

___________

 

4.      Prior year adjustments represent elimination adjustments on assets of UFJ Bank Limited, which became a domestic consolidated banking subsidiary on October 1, 2005.

 

C-60


(Consolidated Statements of Changes in Net Assets)

 

I. For the six months ended September 30, 2007

 

1. Types and number of outstanding shares and treasury stock

 

     (Thousand shares)
     Number of shares
as of
March 31, 2007
   Number of shares
increased
   Number of shares
decreased
   Number of shares
as of
September 30, 2007
   Notes

Outstanding shares

              

Common stock

   10,861    10,850,782    —      10,861,643    1

Preferred stock first series of class 3

   100    99,900    —      100,000    2

Preferred stock class 8

   17    17,682    —      17,700    3

Preferred stock class 11

   0    0    —      1    4

Preferred stock class 12

   33    33,666    —      33,700    5
                      

Total

   11,013    11,002,031    —      11,013,044   
                      

Treasury stock

              

Common stock

   654    654,379    277,165    377,867    6
                      

Total

   654    654,379    277,165    377,867   
                      

 

Notes:

1. The increase in common stock by 10,850,782 thousand shares was due to a stock split.
2. The increase in preferred stock first series of class 3 by 99,900 thousand shares was due to a stock split.
3. The increase in preferred stock class 8 by 17,682 thousand shares was due to a stock split.
4. The increase in preferred stock class 11 by 0 thousand shares was due to a stock split.
5. The increase in preferred stock class 12 by 33,666 thousand shares was due to a stock split.
6. The increase in common stock held as treasury stock by 654,379 thousand shares was due to a stock split, the acquisition at the shareholders’ request to purchase their odd-lot shares, an increase in the number of shares held by subsidiaries and affiliates, and other reasons. The decrease in common stock held as treasury stock by 277,165 thousand shares was due to a share exchange, the sale of odd-lot shares at the shareholders’ request, a decrease in the number of shares held by affiliates and other reasons.

 

2. Information regarding subscription rights to shares

 

     

Type of

subscription rights to

shares

  Type of
shares
to be
issued
  Number of shares issued     Balance
as of
September 30,
2007
    Notes
         As of
March 31,
2007
    For the six months ended
September 30, 2007
    As of
September 30,
2007
     

Issuer

         Increase     Decrease        
                                     (¥ million)      

MUFG

  

Subscription rights to shares

                       
  

(Treasury stock)

    (— )   (— )   (— )   (— )   (— )  
  

Stock options

                 

Consolidated subsidiaries

(Treasury stock)

                 87

(—

 

)

 

Total

              87

(—

 

)

 

 

C-61


3. Information regarding dividends

 

Date of approval

  

Type of stock                                         

   Total
dividends
   Dividend
per share
   Dividend record date    Effective date
          (million yen)    (yen)          
General meeting of shareholders on June 28, 2007   

Common stock

   61,259    6,000    March 31, 2007    June 28, 2007
  

Preferred stock first series of class 3

   3,000    30,000    March 31, 2007    June 28, 2007
  

Preferred stock class 8

   140    7,950    March 31, 2007    June 28, 2007
  

Preferred stock class 11

   0    2,650    March 31, 2007    June 28, 2007
  

Preferred stock class 12

   193    5,750    March 31, 2007    June 28, 2007

The total amount of dividends above includes 3 million yen paid to consolidated subsidiaries.

Dividends with record dates on or before September 30, 2007 and effective dates on or after October 1, 2007

 

Date of approval

 

Type of stock        

  Total
dividends
  Source of
dividends
  Dividend
per share
  Dividend record date   Effective date
        (million yen)       (yen)        
Board of Directors meeting on November 21, 2007  

Common stock

 

73,411

 

Other retained
earnings

 

7

 

September 30, 2007

 

December 10, 2007

 

Preferred stock first series of class 3

 

3,000

 

Other retained
earnings

 

30

 

September 30, 2007

 

December 10, 2007

 

Preferred stock class 8

 

140

 

Other retained
earnings

 

7.95

 

September 30, 2007

 

December 10, 2007

 

Preferred stock class 11

 

0

 

Other retained
earnings

 

2.65

 

September 30, 2007

 

December 10, 2007

 

Preferred stock class 12

 

193

 

Other retained
earnings

 

5.75

 

September 30, 2007

 

December 10, 2007

MUFG executed a 1,000 for 1 stock split of common and preferred stocks effective on September 30, 2007.

 

C-62


II. For the six months ended September 30, 2008

 

1. Types and number of outstanding shares and treasury stock

 

     (Thousand shares)
     Number of shares
as of

March 31, 2008
   Number of shares
increased
   Number of shares
decreased
   Number of shares
as of
September 30, 2008
   Notes

Outstanding shares

              

Common stock

   10,861,643    72,035    —      10,933,679    1

Preferred stock first series of class 3

   100,000    —      —      100,000   

Preferred stock class 8

   17,700    —      17,700    —      2

Preferred stock class 11

   1    —      —      1   

Preferred stock class 12

   33,700    —      —      33,700   
                      

Total

   11,013,044    72,035    17,700    11,067,380   
                      

Treasury stock

              

Common stock

   504,262    3,216    201,045    306,433    3

Preferred stock class 8

   —      17,700    17,700    —      4

Preferred stock class 12

   —      22,400    —      22,400    5
                      

Total

   504,262    43,316    218,745    328,833   
                      

 

Notes:

1. The increase in the common stock by 72,035 thousand shares is due to the issuance of common stock through the mandatory acquisition of preferred stock class 8 and at the request for acquisition of preferred stock class 12.
2. The decrease in the preferred stock class 8 by 17,700 thousand shares is due to the retirement of preferred stock class 8 which was mandatorily acquired.
3. The increase in the shares of common stock held as treasury stock by 3,216 thousand shares is due to purchases at the shareholders’ requests to purchase their shares constituting less than a unit and other purchase requests, and increases in the number of shares held by affiliates and other reasons. The decrease in common stock held as treasury stock by 201,045 thousand shares is due to the sale at the shareholders’ requests to sell shares constituting less than a unit, the issuance of shares through exercise of subscription rights to shares (stock option) and share exchange, and a decrease in the number of shares held by affiliates and other reasons.
4. The increase in 17,700 thousand shares in preferred stock class 8 held as treasury stock is due to mandatory acquisition. The decrease in 17,700 thousand shares in preferred stock class 8 held as treasury stock is due to the retirement of the preferred stock.
5. The increase in 22,400 thousand shares in class 12 preferred stock held as treasury stock is due to purchase requests.

 

C-63


2. Information regarding subscription rights to shares

 

Issuer

 

Type of
subscription rights to
shares

  Type of
shares
to be
issued
  Number of shares issued     Balance
as of
September 30,
2008

(¥ million)
    Notes
      As of
March 31,
2008
    For the six months ended
September 30, 2008
    As of
September 30,
2008
     
        Increase     Decrease        

MUFG

 

Subscription rights to shares

                       
 

(Treasury stock)

    (— )   (— )   (— )   (— )   (— )  
 

Stock options

              3,562    

Consolidated subsidiaries

(Treasury stock)

                111

(—

 

)

 

Total

 

              3,674

(—

 

)

 

 

3. Information regarding dividends

 

(1) Dividend paid during the six months ended September 30, 2008

 

Date of approval        

  

Type of stock                                    

   Total
dividends
   Dividend
per share
   Dividend record date   

Effective date

          (million yen)    (yen)          
General meeting of shareholders on June 27, 2008   

Common stock

   72,525    7    March 31, 2008    June 27, 2008
  

Preferred stock first series of class 3

   3,000    30    March 31, 2008    June 27, 2008
  

Preferred stock class 8

   140    7.95    March 31, 2008    June 27, 2008
  

Preferred stock class 11

   0    2.65    March 31, 2008    June 27, 2008
  

Preferred stock class 12

   193    5.75    March 31, 2008    June 27, 2008

The total amount of dividends above includes 4 million yen paid to consolidated subsidiaries.

 

(2) Dividends with record dates on or before September 30, 2008 and effective dates on or after October 1, 2008

 

Date of approval        

 

Type of stock        

  Total
dividends
 

Source of
dividends

  Dividend
per share
  Dividend record date   Effective date
        (million yen)       (yen)        
Board of Directors meeting on November 18, 2008  

Common stock

 

74,428

 

Other retained earnings

 

7

 

September 30, 2008

 

December 10, 2008

 

Preferred stock first series of class 3

 

3,000

 

Other retained earnings

 

30

 

September 30, 2008

 

December 10, 2008

 

Preferred stock class 11

 

0

 

Other retained earnings

 

2.65

 

September 30, 2008

 

December 10, 2008

 

Preferred stock class 12

 

64

 

Other retained earnings

 

5.75

 

September 30, 2008

 

December 10, 2008

 

C-64


III. For the fiscal year ended March 31, 2008

 

1. Types and number of outstanding shares and treasury stock

 

     (Thousand shares)
     Number of shares
as of

March 31, 2007
   Number of
shares
increased
   Number of
shares
decreased
   Number of shares
as of

March 31, 2008
   Notes
      

Outstanding shares:

              

Common stock

   10,861    10,850,782    —      10,861,643    1

Preferred stock first series of class 3

   100    99,900    —      100,000    2

Preferred stock class 8

   17    17,682    —      17,700    3

Preferred stock class 11

   0    0    —      1    4

Preferred stock class 12

   33    33,666    —      33,700    5
                      

Total

   11,013    11,002,031    —      11,013,044   
                      

Treasury stock:

              

Common stock

   654    781,337    277,729    504,262    6
                      

Total

   654    781,337    277,729    504,262   
                      

 

Notes:

1. The increase in common stock by 10,850,782 thousand shares was due to a stock split.
2. The increase in preferred stock first series of class 3 by 99,900 thousand shares was due to a stock split.
3. The increase in preferred stock class 8 by 17,682 thousand shares was due to a stock split.
4. The increase in preferred stock class 11 by 0 thousand shares was due to a stock split.
5. The increase in preferred stock class 12 by 33,666 thousand shares was due to a stock split.
6. The increase in common stock held as treasury stock by 781,337 thousand shares was due to a stock split, repurchase at the shareholders’ requests to purchase their odd-lot shares and shares constituting less than a unit, the repurchase of treasury stock under the resolution of the Board of Directors, an increase in the number of shares held by subsidiaries and affiliates, and other reasons. The decrease in common stock held as treasury stock by 277,729 thousand shares was due to a share exchange, the sale of odd-lot shares and shares constituting less than a unit at the shareholders’ requests, a decrease in the number of shares held by affiliates and other reasons.

 

2. Information regarding subscription rights to shares

 

Issuer

 

Type of
subscription rights to
shares

  Type of
shares
to be
issued
  Number of shares issued     Balance as of
March 31, 2008
    Notes
      As of
March 31,
2007
    For the fiscal year ended
March 31, 2008
    As of
March 31,
2008
     
        Increase     Decrease        
                                    (¥ million)      
MUFG  

Subscription rights to shares

                       
 

(Treasury stock)

    (— )   (— )   (— )   (— )   (— )  
 

Stock options

              2,408    
Consolidated subsidiaries
(Treasury stock)
                100

(—

 

)

 

Total

              2,509

(—

 

)

 

 

C-65


3. Information regarding cash dividends

 

Date of approval

 

Type of stock

  Total
dividends
  Dividend
per share
  Dividend record date   Effective date
        (million yen)   (yen)        
General meeting of shareholders on June 28, 2007  

Common stock

  61,259   6,000        March 31, 2007   June 28, 2007
 

Preferred stock first series of class 3

  3,000   30,000        March 31, 2007   June 28, 2007
 

Preferred stock class 8

  140   7,950        March 31, 2007   June 28, 2007
 

Preferred stock class 11

  0   2,650        March 31, 2007   June 28, 2007
 

Preferred stock class 12

  193   5,750        March 31, 2007   June 28, 2007
Board of Directors meeting on November 21, 2007  

Common stock

  73,411   7        September 30, 2007   December 10, 2007
 

Preferred stock first series of class 3

  3,000   30        September 30, 2007   December 10, 2007
 

Preferred stock class 8

  140   7.95        September 30, 2007   December 10, 2007
 

Preferred stock class 11

  0   2.65        September 30, 2007   December 10, 2007
 

Preferred stock class 12

  193   5.75        September 30, 2007   December 10, 2007

The total amount of dividends above includes 11 million yen paid to consolidated subsidiaries.

MUFG conducted a 1,000 for 1 stock split of common and preferred stocks effective on September 30, 2007.

Dividends with record dates on or before March 31, 2008 and effective dates on or after April 1, 2008

 

Date of approval

 

Type of stock

  Total
dividends
  Source of
dividends
  Dividend
per share
  Dividend record date   Effective date
        (million yen)       (yen)        
General meeting of shareholders on June 27, 2008  

Common stock

  72,525   Other Retained
earnings
  7   March 31, 2008   June 27, 2008
 

Preferred stock first series of class 3

 

3,000

 

Other Retained
earnings

 

30

 

March 31, 2008

 

June 27, 2008

 

Preferred stock class 8

 

140

 

Other Retained
earnings

 

7.95

 

March 31, 2008

 

June 27, 2008

 

Preferred stock class 11

 

0

 

Other Retained
earnings

 

2.65

 

March 31, 2008

 

June 27, 2008

 

Preferred stock class 12

 

193

 

Other Retained
earnings

 

5.75

 

March 31, 2008

 

June 27, 2008

 

C-66


(Consolidated Statements of Cash Flows)

 

For the six months ended
September 30, 2007

   

For the six months ended
September 30, 2008

   

For the fiscal year ended
March 31, 2008

 
Reconciliation between cash and cash equivalents and items presented on the interim consolidated balance sheet:        Reconciliation between cash and cash equivalents and items presented on the interim consolidated balance sheet:        Reconciliation between cash and cash equivalents and items presented on the consolidated balance sheet:    
As of September 30, 2007     As of September 30, 2008     As of March 31, 2008  
    (in millions of
yen)
        (in millions of
yen)
        (in millions of
yen)
 

Cash and due from banks

  10,978,368    

Cash and due from banks

  10,148,110    

Cash and due from banks

  10,281,603  

Time deposits and negotiable certificates of deposit in other banks

  (7,739,470 )  

Time deposits and negotiable certificates of deposit in other banks

  (5,593,553 )  

Time deposits and negotiable certificates of deposit in other banks

  (6,059,380 )
                     

Cash and cash equivalents

  3,238,898    

Cash and cash equivalents

  4,554,556    

Cash and cash equivalents

  4,222,222  

 

C-67


(Lease Transactions)

 

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

1. Finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees:   1. Finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees which are accounted for similar to normal sale and purchase transactions:   1. Finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees:
(As lessee)     (As lessee)     (As lessee)  

•      Acquisition costs, accumulated depreciation, accumulated impairment loss and net book value of leased assets:

 

•      Acquisition costs, accumulated depreciation, accumulated impairment loss and net book value of leased assets:

 

•      Acquisition costs, accumulated depreciation, accumulated impairment loss and net book value of leased assets:

    (in millions of yen)       (in millions of yen)       (in millions of yen)
Acquisition costs   Acquisition costs   Acquisition costs

Tangible fixed assets

  187,054  

Tangible fixed assets

  156,025  

Buildings

  49

Intangible fixed assets

 

152,611

 

Intangible fixed assets

 

141,442

 

Other tangible fixed assets

  166,896
             

Total

  339,666  

Total

  297,468  

Software

  151,405
           
       

Total

  318,351

Accumulated depreciation

  Accumulated depreciation   Accumulated depreciation

Tangible fixed assets

  93,503  

Tangible fixed assets

  90,932  

Buildings

  40

Intangible fixed assets

 

74,653

 

Intangible fixed assets

 

86,331

 

Other tangible fixed assets

  86,976
             

Total

  168,156  

Total

  177,264  

Software

  84,115
           
       

Total

  171,132

Accumulated impairment losses

  Accumulated impairment losses   Accumulated impairment losses

Tangible fixed assets

  301  

Tangible fixed assets

  167  

Other tangible fixed assets

  1,068

Intangible fixed assets

  37  

Intangible fixed assets

  46  

Software

  37
               

Total

  338  

Total

  213  

Total

  1,105

Net book value as of
September 30, 2007

 

Net book value as of September 30, 2008

 

Net book value as of March 31, 2008

Tangible fixed assets

  93,249  

Tangible fixed assets

  64,925  

Buildings

  9

Intangible fixed assets

 

77,921

 

Intangible fixed assets

 

55,064

 

Other tangible fixed assets

  78,852
             

Total

  171,170  

Total

  119,990  

Software

  67,252
           
       

Total

  146,113

 

C-68


For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

Note: The acquisition costs include the interest expenses since the future lease payments are immaterial when compared with the balance of the fixed assets as of September 30, 2007. However, for the main intangible fixed asset items, interest expenses that are reasonably estimated are deducted from the acquisition costs.   Note: The acquisition costs include the interest expenses since the future lease payments are immaterial when compared with the balance of the fixed assets as of September 30, 2008. However, for the main intangible fixed asset items, interest expenses that are reasonably estimated are deducted from the acquisition costs.   Note: The acquisition costs include the interest expenses since the future lease payments are immaterial when compared with the balance of the fixed assets as of March 31, 2008. However, for the main software items, interest expenses that are reasonably estimated are deducted from the acquisition costs.

•     Future lease payments as of September 30, 2007

 

•     Future lease payments as of September 30, 2008

 

•     Future lease payments as of March 31, 2008

    (in millions of
yen)
      (in millions of
yen)
      (in millions of
yen)

Due within one year

  52,074  

Due within one year

  45,249  

Due within one year

  49,570

Due after one year

  121,794  

Due after one year

  76,749  

Due after one year

  99,869
               

Total

  173,868  

Total

  121,998  

Total

  149,440
Note: Future lease payments include the interest expenses since the future lease payments are immaterial when compared to the balance of the fixed assets as of September 30, 2007. However, for the main intangible fixed assets items, interest expenses that are reasonably estimated are deducted from the future lease payments.   Note: Future lease payments include the interest expenses since the future lease payments are immaterial when compared to the balance of the fixed assets as of September 30, 2008. However, for the main intangible fixed assets items, interest expenses that are reasonably estimated are deducted from the future lease payments.   Note: Future lease payments include the interest expenses since the future lease payments are immaterial when compared to the balance of the fixed assets as of March 31, 2008. However, for the main software items, interest expenses that are reasonably estimated are deducted from the future lease payments.

•     Balance of impairment losses on leased assets as of September 30, 2007

 

•     Balance of impairment losses on leased assets as of September 30, 2008

 

•     Balance of impairment losses on leased assets as of March 31, 2008

271 million yen

  213 million yen   970 million yen

•     Lease expense, reversal of impairment losses on leased assets, depreciation, interest expense and impairment losses:

 

•     Lease expense, reversal of impairment losses on leased assets, depreciation, interest expense and impairment losses:

 

•     Lease expense, reversal of impairment losses on leased assets, depreciation, interest expense and impairment losses:

    (in millions of
yen)
      (in millions of
yen)
      (in millions of
yen)

Lease expense

  29,290  

Lease expense

  25,987  

Lease expense

  57,380

Reversal of impairment losses on leased assets

  67  

Reversal of impairment losses on leased assets

  67  

Reversal of impairment losses on leased assets

  209

Depreciation

  28,620  

Depreciation

  25,429  

Depreciation

  56,057

Interest expense

  624  

Interest expense

  455  

Interest expense

  1,180

Impairment losses

  338  

Impairment losses

  78  

Impairment losses

  1,179

 

C-69


For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

•      Method used to calculate depreciation:

 

•      Method used to calculate depreciation:

 

•      Method used to calculate depreciation:

Depreciation is calculated using the straight-line method over the lease term of the respective assets with no residual value at the end of the lease period.   Depreciation is calculated using the straight-line method over the lease term of the respective assets with no residual value at the end of the lease period.   Depreciation is calculated using the straight-line method over the lease term of the respective assets with no residual value at the end of the lease period.

•      Method used to calculate interest expense:

 

•      Method used to calculate interest expense:

 

•      Method used to calculate interest expense:

Interest expense is calculated based on the difference between the total lease payments and the acquisition costs of the leased assets and allocated to each interim period using the interest method.   Interest expense is calculated based on the difference between the total lease payments and the acquisition costs of the leased assets and allocated to each interim period using the interest method.   Interest expense is calculated based on the difference between the total lease payments and the acquisition costs of the leased assets and allocated to each fiscal year using the interest method.

(As lessor)

    (As lessor)

•      Acquisition costs, accumulated depreciation and net book value of leased assets:

 

 

___________

 

•      Acquisition costs, accumulated depreciation and net book value of leased assets included in tangible fixed assets, and intangible fixed assets:

    (in millions of
yen)
              (in millions of
yen)

Acquisition costs

      Acquisition costs

Tangible fixed
assets

  512,665    

Other tangible fixed assets

  510,617

Intangible fixed assets

  66,094    

Other intangible fixed assets

  70,089
           

Total

  578,760     Total   580,707

Accumulated depreciation

    Accumulated depreciation

Tangible fixed
assets

  225,598    

Other tangible fixed assets

  228,336

Intangible fixed assets

  28,203    

Other intangible fixed assets

  30,058
           

Total

  253,801     Total   258,395

Net book value as of September 30, 2007

   

Net book value as of March 31, 2008

Tangible fixed
assets

  287,066    

Other tangible fixed assets

  282,280

Intangible fixed assets

  37,891    

Other intangible fixed assets

  40,031
           

Total

  324,958     Total   322,312

 

C-70


For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

•     Future lease payments

   

•     Future lease payments

    (in millions of
yen)
          (in millions of
yen)

Due within one year

  115,858      

Due within one year

  115,947

Due after one year

  242,853    

Due after one year

  238,268
             

Total

  358,712     Total   354,215
Note: Future lease payments include interest received, since the total balances of future lease payments and the estimated residual values as of September 30, 2007 are immaterial when compared with the accounts receivables balances as of September 30, 2007.     Note: Future lease payments include interest received, since the total balances of future lease payments and the estimated residual values as of March 31, 2008 are immaterial when compared with the accounts receivables balances as of March 31, 2008.

•     Lease income

  61,519 million yen      

•     Lease income

  123,254 million yen

•     Depreciation

  52,792 million yen      

•     Depreciation

  106,023 million yen

2.     Operating lease transactions

 

2.     Operating lease transactions

 

2.     Operating lease transactions

(As lessor)

    (As lessor)     (As lessor)  
    (in millions of
yen)
      (in millions of
yen)
      (in millions of
yen)

•     Future lease payments

 

•     Future lease payments relating to non-cancellable operating leases

 

•     Future lease payments

Due within one year

  40,753   Due within one year   42,226   Due within one year   44,476

Due after one year

  163,519   Due after one year   131,364   Due after one year   139,734
               

Total

  204,273   Total   173,591   Total   184,210

(As lessee)

    (As lessee)   (As lessee)

•     Future lease payments

 

•     Future lease payments relating to non-cancellable operating leases

 

•     Future lease payments

    (in millions of
yen)
      (in millions of
yen)
      (in millions of
yen)

Due within one year

  4,917   Due within one year   5,039   Due within one year   8,486

Due after one year

  26,357   Due after one year   39,299   Due after one year   22,473
               

Total

  31,275   Total   44,338   Total   30,960

 

C-71


(Securities)

 

I As of September 30, 2007

 

  *1 In addition to “Securities” in the consolidated balance sheet, the following tables include negotiable certificates of deposit in “Cash and due from banks” and beneficiary certificates of commodity investment trusts in “Monetary claims bought”.

 

  *2 “Investments in subsidiaries and affiliates with fair values” are disclosed in the note to the interim non-consolidated financial statements.

 

1. Debt securities being held to maturity with fair values (as of September 30, 2007)

 

     (in millions of yen)  
     Amount on
consolidated
balance sheet
   Fair value    Net unrealized
gains (losses)
 

Domestic bonds :

   3,007,124    3,009,330    2,205  

Government bonds

   2,697,587    2,697,965    377  

Municipal bonds

   75,694    76,592    898  

Corporate bonds

   233,842    234,772    929  

Foreign bonds

   31,998    32,383    385  

Other

   164,967    164,966    (0 )
                

Total

   3,204,090    3,206,681    2,590  
                

 

Note:

Fair value is calculated by using quoted market prices and/or other information as at the interim period end.

 

2. Other securities with fair values (as of September 30, 2007)

 

     (in millions of yen)  
     Acquisition cost    Amount on
consolidated

balance sheet
   Net unrealized
gains (losses)
 

Domestic equity securities

   4,393,579    7,413,850    3,020,271  

Domestic bonds

   18,073,311    17,994,368    (78,942 )

Government bonds

   16,563,424    16,489,597    (73,827 )

Municipal bonds

   202,000    201,734    (265 )

Corporate bonds

   1,307,886    1,303,036    (4,850 )

Foreign equity securities

   108,209    239,629    131,420  

Foreign bonds

   7,530,373    7,443,250    (87,122 )

Other

   5,252,540    5,247,630    (4,910 )
                

Total

   35,358,013    38,338,729    2,980,716  
                

 

Notes:

1. Amount on consolidated balance sheet represents fair value calculated by using quoted market prices and/or other information as at the interim period end.
2.

Securities with market prices or reasonably established values held by MUFG and domestic consolidated subsidiaries are recorded at fair value on the consolidated balance sheet when the fair values of such securities have significantly declined from the acquisition costs and it is determined at the interim period end that the recovery of the fair values to the acquisition costs are unlikely. Differences between the fair values and the acquisition costs are recognized as losses in current earnings. Criteria for determining

 

C-72


 

“significant declines in fair value” are set forth as below based on the classification of issuers in accordance with the internally established self-assessment standards for asset quality:

 

Bankrupt, Substantially bankrupt or Potentially bankrupt issuers:   

Fair value is lower than acquisition cost

Special mention:

   Fair value has declined 30% or more from acquisition cost

Normal:

   Fair value has declined 50% or more from acquisition cost

 

     A bankrupt issuer means an issuer that is legally and formally declared as bankrupt, including having entered into bankruptcy proceedings, special liquidation proceedings, or notes being dishonored and suspended from being processed through clearing houses, or other conditions. A substantially bankrupt issuer means an issuer who is regarded as substantially bankrupt. A potentially bankrupt issuer means an issuer that is determined to be highly likely to be bankrupt in the future. A special mention issuer means an issuer that requires close monitoring going forward. A normal issuer refers to an issuer other than a bankrupt, substantially bankrupt, potentially bankrupt and special mention issuer.
3. Net unrealized gains and losses include losses of 245 million yen arising from not bifurcating embedded derivatives from other securities which are recorded in current earnings.

 

 

3. Securities carried at acquisition cost on the consolidated balance sheet (excluding securities included in Table 1) (as of September 30, 2007)

 

     (in millions of yen)
     Amount

Debt securities being held to maturity

  

Foreign bonds

   14,495

Other securities

  

Domestic equity securities

   420,750

Corporate bonds

   3,677,349

Foreign equity securities

   73,181

Foreign bonds

   143,771

 

II As of September 30, 2008

 

  *1 In addition to “Securities” in the consolidated balance sheet, the following tables include negotiable certificates of deposit in “Cash and due from banks” and beneficiary certificates of commodity investment trusts in “Monetary claims bought”.

 

  *2 “Investments in subsidiaries and affiliates with fair values” are disclosed in the note to the interim non-consolidated financial statements.

 

C-73


1. Debt securities being held to maturity with fair values (as of September 30, 2008)

 

     (in millions of yen)
     Amount on
consolidated
balance sheet
   Fair value    Net unrealized
gains (losses)

Domestic bonds:

   2,133,993    2,140,795    6,801

Government bonds

   1,807,176    1,812,057    4,880

Municipal bonds

   69,002    69,672    669

Corporate bonds

   257,813    259,065    1,251

Foreign bonds

   22,384    23,177    793

Other

   222,052    222,052    —  
              

Total

   2,378,430    2,386,025    7,594
              

 

Note:

Fair value is calculated by using quoted market prices and/or other information as at the interim period end.

 

2. Other securities with fair values (as of September 30, 2008)

 

     (in millions of yen)  
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
 

Domestic equity securities

   4,150,255    5,010,911    860,656  

Domestic bonds

   17,669,010    17,658,600    (10,409 )

Government bonds

   15,714,629    15,704,955    (9,674 )

Municipal bonds

   279,536    280,684    1,148  

Corporate bonds

   1,674,844    1,672,961    (1,883 )

Foreign equity securities

   117,142    144,176    27,034  

Foreign bonds

   7,316,688    7,213,911    (102,776 )

Other

   5,075,815    4,301,555    (774,259 )
                

Total

   34,328,910    34,329,155    244  
                

 

Notes:

 

1. Amount on consolidated balance sheet represents fair value calculated by using quoted market prices and/or other information as at the interim period end.
2. Securities with market prices or reasonably established values held by MUFG and domestic consolidated subsidiaries are recorded at fair value on the consolidated balance sheet when the fair values of such securities have significantly declined from the acquisition costs and it is determined at the interim period end that the recovery of the fair values to the acquisition costs are unlikely. Differences between the fair values and the acquisition costs are recognized as losses in current earnings. Criteria for determining “significant declines in fair value” are set forth as below based on the classification of issuers in accordance with the internally established self-assessment standards for asset quality:

 

Bankrupt, Substantially bankrupt or Potentially bankrupt issuers:   

Fair value is lower than acquisition cost

Special mention:

   Fair value has declined 30% or more from acquisition cost

Normal:

   Fair value has declined 50% or more from acquisition cost

A bankrupt issuer means an issuer that is legally and formally declared as bankrupt, including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and

 

C-74


suspended from being processed through clearing houses, or other conditions. A substantially bankrupt issuer means an issuer who is regarded as substantially bankrupt. A potentially bankrupt issuer means an issuer that is determined to be highly likely to be bankrupt in the future. A special mention issuer means an issuer that requires close monitoring going forward. A normal issuer refers to an issuer other than a bankrupt, substantially bankrupt, potentially bankrupt and special mention issuer.

3. Net unrealized gains and losses include losses of 8,516 million yen arising from not bifurcating embedded derivatives from other securities which are recorded in current earnings.

 

3. Securities carried at acquisition cost on the consolidated balance sheet (excluding securities in Table 1) (as of September 30, 2008)

 

     (in millions of yen)
     Amount

Debt securities being held to maturity:

  

Foreign bonds

   543

Other securities:

  

Domestic equity securities

   438,785

Corporate bonds

   3,407,603

Foreign equity securities

   75,686

Foreign bonds

   318,250

 

III. As of March 31, 2008

 

  *1. In addition to “Securities” on the consolidated balance sheet, the following tables include securities classified as “Trading assets,” negotiable certificates of deposit in “Cash and due from banks” and securities and beneficiary certificates of commodity investment trusts in “Monetary claims bought”.

 

  *2. “Investments in subsidiaries and affiliates with fair values” are disclosed in the note to the non-consolidated financial statements.

 

1. Available-for-sale securities (as of March 31, 2008)

 

     (in millions of yen)
     Amount on
consolidated
balance sheet
   Net unrealized gains
(losses) recognized
in current earnings

Available for sale securities

   10,048,468    53,379

 

2. Debt securities being held to maturity with fair values (as of March 31, 2008)

 

     (in millions of yen)
     Amount on
consolidated
balance sheet
   Fair value    Net unrealized
gains (losses)
    Unrealized
gains
   Unrealized
losses

Domestic bonds

   2,805,196    2,824,350    19,153     21,178    2,025

Government bonds

   2,496,983    2,512,116    15,133     17,129    1,996

Municipal bonds

   71,844    73,073    1,229     1,229    —  

Corporate bonds

   236,368    239,159    2,790     2,819    28

Other

   136,778    137,862    1,083     1,304    220

Foreign bonds

   20,934    22,018    1,084     1,304    220

Other

   115,844    115,844    (0 )   —      0
                         

Total

   2,941,975    2,962,212    20,237     22,483    2,245
                         

 

C-75


 

Notes:

1. Fair value is calculated by using quoted market prices and/or other information as at the fiscal year end.
2. “Unrealized gains” and “Unrealized losses” represent the components of “Net unrealized gains (losses)”.

 

3. Other securities with fair values (as of March 31, 2008)

 

     (in millions of yen)
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
    Unrealized
gains
   Unrealized
losses

Domestic equity securities

   4,296,748    5,674,702    1,377,953     1,737,517    359,564

Domestic bonds

   17,070,963    17,062,116    (8,847 )   82,767    91,614

Government bonds

   15,366,668    15,343,602    (23,065 )   66,131    89,196

Municipal bonds

   198,806    202,574    3,767     3,916    148

Corporate bonds

   1,505,488    1,515,939    10,450     12,719    2,269

Other

   13,789,594    13,425,362    (364,231 )   192,167    556,398

Foreign equity securities

   97,079    192,234    95,154     95,682    527

Foreign bonds

   8,435,851    8,415,050    (20,800 )   65,715    86,515

Other

   5,256,662    4,818,077    (438,584 )   30,770    469,355
                         

Total

   35,157,305    36,162,180    1,004,875     2,012,453    1,007,578
                         

 

Notes:

1. Amount on consolidated balance sheet represents fair value calculated by using quoted market prices and/or other information as at the end of March 2008.
2. “Unrealized gains” and “Unrealized losses” represent the components of “Net unrealized gains (losses)”.
3. Securities with market prices or reasonably established values held by MUFG and domestic consolidated subsidiaries are recorded at fair value on the consolidated balance sheet when the fair values of such securities have significantly declined from the acquisition costs and it is determined at the fiscal year end that the recovery of the fair values to the acquisition costs are unlikely. Differences between the fair values and the acquisition costs are recognized as losses in current earnings. Criteria for determining “significant declines in fair value” are set forth as below based on the classification of issuers in accordance with the internally established self-assessment standards for asset quality:

 

Bankrupt, Substantially bankrupt or Potentially bankrupt issuers:    Fair value is lower than acquisition cost

Special mention:

   Fair value has declined 30% or more from acquisition cost

Normal:

   Fair value has declined 50% or more from acquisition cost

A bankrupt issuer means an issuer that is legally and formally declared as bankrupt, including having entered into bankruptcy proceedings, special liquidation proceedings or notes being dishonored and suspended from being processed through clearing houses, or other conditions. A substantially bankrupt issuer means an issuer who is regarded as substantially bankrupt. A potentially bankrupt issuer means an issuer that is determined to be highly likely to be bankrupt in the future. A special mention issuer means an issuer that requires close monitoring going forward. A normal issuer refers to an issuer other than a bankrupt, substantially bankrupt, potentially bankrupt and special mention issuer.

4. Net unrealized gains and losses include losses of 13,982 million yen arising from not bifurcating embedded derivatives from other securities which are recorded in current earnings.

 

C-76


4. Other securities sold during the fiscal year ended March 31, 2008

 

     (in millions of yen)
     Amount sold    Gains on sales    Losses on sales

Other securities

   50,118,819    332,133    144,781

 

5. Securities carried at acquisition cost on the consolidated balance sheet (excluding securities included in Table 2) (as of March 31, 2008)

 

     (in millions of yen)
     Amount

Debt securities being held to maturity

  

Foreign bonds

   12,886

Other securities

  

Domestic equity securities

   446,418

Corporate bonds

   3,481,687

Foreign equity securities

   72,450

Foreign bonds

   243,430

 

6. The redemption schedule of other securities with maturities and debt securities being held to maturity (as of March 31, 2008)

 

     (in millions of yen)
     Within 1 year    Between 1 to 5 years    Between 5 to 10 years    Over 10 years

Domestic bonds

   8,972,284    7,467,376    4,633,923    2,279,647

Government bonds

   8,200,246    4,273,924    3,634,820    1,731,595

Municipal bonds

   24,752    145,509    105,963    3,846

Corporate bonds

   747,285    3,047,942    893,139    544,205

Other

   799,114    3,425,040    2,761,209    5,570,201

Foreign bonds

   589,635    2,986,504    1,440,348    2,955,942

Other

   209,479    438,536    1,320,861    2,614,259
                   

Total

   9,771,398    10,892,417    7,395,133    7,849,848
                   

(Money Held in Trust)

 

I. As of September 30, 2007

Money held in trust other than for trading purpose or being held to maturity (as of September 30, 2007)

 

     (in millions of yen)
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)

Money held in trust other than for trading purposes or being held to maturity

   339,957    340,716    759

 

Note:

Amount on consolidated balance sheet is recorded at fair value determined using quoted market prices and/or other information as at the interim period end.

 

C-77


II. As of September 30, 2008

Money held in trust other than for trading purposes or being held to maturity (as of September 30, 2008)

 

     (in millions of yen)
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)

Money held in trust other than for trading purposes or being held to maturity

   313,263    314,062    798

 

Notes:

Amount on consolidated balance sheet is recorded at fair value determined using quoted market prices and/or other information as at the interim period end.

 

III. As of March 31, 2008

 

1. Money held in trust for trading purposes (as of March 31, 2008)

 

     (in millions of yen)  
     Amount on
consolidated
balance sheet
   Net unrealized gains
(losses) recognized
in current earnings
 

Money held in trust for trading purposes

   72,392    (9,671 )

 

2. Money held in trust other than for trading purposes or being held to maturity (as of March 31, 2008)

 

     (in millions of yen)
     Acquisition cost    Amount on
consolidated
balance sheet
   Net unrealized
gains (losses)
   Unrealized
gains
   Unrealized
losses

Money held in trust other than for trading purposes or being held to maturity

   328,054    329,055    1,001    1,091    89

 

Notes:

1. Amount on consolidated balance sheet is recorded at fair value determined using quoted market prices and/or other information as at the fiscal year end.
2. “Unrealized gains” and “Unrealized losses” represent the components of “Net unrealized gains (losses)”.

(Net Unrealized Gains (Losses) on Other Securities)

 

I. As of September 30, 2007

Net unrealized gains (losses) on other securities (as of September 30, 2007)

The breakdown of “Net unrealized gains (losses) on other securities” recognized in the balance sheet is as follows:

 

     (in millions of yen)  
     Amount  

Net unrealized gains (losses) on other securities

   3,007,857  

Other securities

   3,007,098  

Money held in trust other than for trading purpose or being held to maturity

   759  

Deferred tax liabilities

   (1,208,323 )

Net unrealized gains (losses) on other securities (before adjusting the interests below)

   1,799,534  

Minority interests

   1,654  

MUFG’s interest in unrealized gains (losses) on other securities held by equity method affiliates

   2,229  

Net unrealized gains (losses) on other securities

   1,803,418  

 

C-78


 

Notes:

1. “Net unrealized gains (losses)” in this table excludes 245 million yen of losses arising from not bifurcating embedded derivatives from other securities.
2. “Net unrealized gains (losses)” in this table includes 26,136 million yen of unrealized gains on securities in investment limited partnerships.

 

II As of September 30, 2008

Net unrealized gains (losses) on other securities (as of September 30, 2008)

The breakdown of “Net unrealized gains (losses) on other securities” recognized in the balance sheet is as follows:

 

     (in millions of yen)  
     Amount  

Net unrealized gains (losses) on other securities

   22,843  

Other securities

   22,044  

Money held in trust other than for trading purpose or being held to maturity

   798  

Deferred tax liabilities

   (72,785 )

Net unrealized gains (losses) on other securities (before adjusting the interests below)

   (49,941 )

Minority interests

   19,221  

MUFG’s interest in unrealized gains (losses) on other securities held by affiliates accounted for under the equity method

   (8,523 )

Net unrealized gains (losses) on other securities

   (39,243 )

 

Notes:

1. “Net unrealized gains (losses)” in this table excludes 8,516 million yen of losses arising from not bifurcating embedded derivatives from other securities.
2. “Net unrealized gains (losses)” in this table includes 13,283 million yen of unrealized gains on securities in investment limited partnerships.

 

III As of March 31, 2008

Net unrealized gains (losses) on other securities (as of March 31, 2008)

The breakdown of “Net unrealized gains (losses) on other securities” recognized in the balance sheet is as follows:

 

     (in millions of yen)  
     Amount  

Net unrealized gains (losses) on other securities

   1,034,322  

Other securities

   1,033,321  

Money held in trust other than for trading purpose or being held to maturity

   1,001  

Deferred tax liabilities

   (443,995 )

Net unrealized gains (losses) on other securities (before adjusting the interests below)

   590,327  

Minority interests

   7,771  

MUFG’s interest in unrealized gains (losses) on other securities held by equity method affiliates

   (2,746 )

Net unrealized gains (losses) on other securities

   595,352  

 

Notes:

1. “Net unrealized gains (losses)” in this table excludes 13,982 million yen of losses arising from not bifurcating embedded derivates from other securities.
2. “Net unrealized gains (losses)” in this table includes 14,463 million yen of unrealized gains on securities in investment limited partnerships.

 

C-79


(Derivative)

 

I. As of September 30, 2007

 

(1) Interest-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Interest rate futures    17,947,289    (1,876 )   (1,876 )
   Interest rate options    23,208,038    177     (266 )

Over-the-counter

   Forward rate agreements    3,616,306    179     179  
   Interest rate swaps    509,670,483    264,518     264,723  
   Interest rate swaptions    40,172,663    1,477     7,638  
   Other    7,704,037    7,341     9,046  
                    
  

Total

   —      271,818     279,444  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 24 are not included in the table above.

 

(2) Currency-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Currency futures    13,263    (45 )   (45 )

Over-the-counter

   Currency swaps    38,395,170    64,614     64,614  
   Foreign exchange contracts    88,901,187    214,430     214,430  
  

Currency options

   32,063,611    (158,048 )   1,104  
                    
  

Total

   —      120,950     280,103  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 25 are not included in the table above.

 

(3) Stock-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Stock index futures    577,640    (25,778 )   (25,778 )
   Stock index options    155,365    497     367  

Over-the-counter

   Over-the-counter securities options    664,845    (12,666 )   (6,157 )
  

Over-the-counter securities index swaps and other swaps

   61,100    (2,995 )   (2,995 )
  

Over-the-counter securities index and other forward contracts

   4,531    10     (3,412 )
                    
  

Total

   —      (40,933 )   (37,977 )
                    

 

C-80


 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(4) Bond-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Bond futures    2,549,614    2,450     2,450  
  

Bond future options

   515,321    (913 )   73  

Over-the-counter

   Over-the-counter bond options    558,654    (743 )   (802 )
                    
  

Total

   —      793     1,721  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(5) Commodity-related transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Exchange-traded

   Commodity futures    11,766    203     203  
  

Commodity options

   3,466    34     164  

Over-the-counter

   Commodity swaps    1,092,133    85,096     85,096  
   Commodity options    308,111    (4,897 )   (4,570 )
                    
  

Total

   —      80,437     80,894  
                    

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.
2. Commodities mainly consist of petroleum.

 

(6) Credit derivative transactions (as of September 30, 2007)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Credit default options    5,767,221    (126 )   (126 )

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(7) Other (as of September 30, 2007)

 

          (in millions of yen)

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)

Over-the-counter

   Weather derivatives    353    (13 )   17

 

C-81


 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

II. As of September 30, 2008

 

(1) Interest-related transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Financial instrument exchange-traded

   Interest rate futures    8,244,886    1,949     1,949  
   Interest rate options    7,823,541    505     186  

Over-the-counter

   Forward rate agreements    12,263,502    (666 )   (666 )
   Interest rate swaps    520,013,941    432,669     432,669  
   Interest rate options    49    (0 )   (0 )
   Interest rate swaptions    70,134,137    2,410     6,829  
   Other    8,886,867    (1,082 )   2,950  
                    
  

Total

   —      435,785     443,918  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 24 are not included in the table above.

 

(2) Currency-related transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Financial instrument exchange-traded

   Currency futures    375,022    193     193  
Over-the-counter    Currency swaps    35,673,874    (108,625 )   (108,625 )
  

Foreign exchange contracts

   95,042,677    173,677     173,677  
  

Currency options

   31,192,334    96,591     241,496  
                    
  

Total

   —      161,837     306,742  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 25 are not included in the table above.

 

C-82


(3) Stock-related transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Financial exchange-traded

  

Stock index futures

   584,222    41,923     41,923  
  

Stock index options

   95,007    (1,174 )   (464 )

Over-the-counter

  

Over-the-counter securities options

   822,296    (21,445 )   (11,739 )
  

Over-the-counter securities index swaps and other swaps

   180,465    (7,038 )   (7,038 )
  

Over-the-counter securities index and other forward contracts

   17,221    (646 )   (646 )
                    
  

Total

   —      11,619     22,034  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(4) Bond-related transactions (as of September 30, 2008)

 

          (in millions of yen)

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value    Net unrealized
gains (losses)

Financial instrument exchange-traded

  

Bond futures

   2,157,370    1,512    1,512
  

Bond future options

   476,178    694    805

Over-the-counter

  

Over-the-counter bond options

   1,062,467    865    582
                 
  

Total

   —      3,072    2,900
                 

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(5) Commodity-related transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Financial instrument exchange-traded

   Commodity futures    65,999    2,752     2,752  
  

Commodity options

   28,348    (47 )   688  

Over-the-counter

   Commodity swaps    1,179,246    118,884     118,884  
  

Commodity options

   661,281    (16,074 )   (15,649 )
                    
  

Total

   —      105,514     106,676  
                    

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.
2. Commodities mainly consist of petroleum.

 

C-83


(6) Credit derivative transactions (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Credit default options    7,883,603    40,125     40,125  
  

Total rate of return swaps

   62,484    (4,276 )   (4,276 )
                    
  

Total

   —      35,849     35,849  
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

(7) Other (as of September 30, 2008)

 

          (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Weather derivatives    249    (34 )   (13 )
  

Earthquake derivatives

   20,282    (1,517 )   (1,517 )
                    
  

Total

   —      (1,551 )   (1,530 )
                    

 

Note:

Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

III. As of March 31, 2008

 

1. Derivative transactions

 

(1) Nature of activities

The MUFG Group enters into the following derivative activities:

 

   

Interest-related transactions, including interest rate swaps, interest rate futures, interest rate options and forward rate agreements;

 

   

Currency-related transactions, including currency swaps, currency futures, currency options and foreign exchange forward contracts;

 

   

Stock-related transactions, including stock index futures, stock index options, and securities over-the-counter options;

 

   

Bond-related transactions, including bond futures, bond futures options and bond over-the-counter options;

 

   

Other, including commodity futures, commodity options, commodity swaps and credit derivatives.

 

(2) Purpose of and policies for executing derivative transactions

Derivative transactions are actively executed in accordance with risk management and management policies. The main purpose of such transactions is as follows:

 

   

Improve efficiency of investment and fund raising for customers and offer them hedging instruments for various financial risks

 

C-84


   

Engage in trading based on the MUFG Group short-term foreign exchange and interest rate forecasts

 

   

Adjust foreign exchange and interest rate risks associated with the MUFG Group’s assets and liabilities

The MUFG Group’s domestic consolidated banking and trust banking subsidiaries hedge interest rate risks arising from various financial assets and liabilities such as loans and deposits using derivatives. The application of hedge accounting requires the assessment of whether the correlation between the deposits, loans, securities and other hedged items and the interest rate swaps, futures and other hedging instruments are within a certain range. To meet this requirement, each MUFG Group bank has constructed an appropriate risk management structure and assesses the effectiveness of hedging activities.

 

(3) Nature of risks arising from transactions

Risks involving derivative transactions consist of market risks and credit risks.

Market risks refer to the risks of loss arising from changes in the various market factors, such as in interest rates, prices of securities or foreign exchange rates. The MUFG Group measures market risks using the value-at-risk approach (a risk index that statistically estimates maximum losses incurred in a portfolio within a given probability in the holding period, based on the historical changes in the market) as a common measure.

For credit risks, major MUFG Group companies calculate unrealized losses or gains arising from transactions by counterparty on a daily basis based on actual market conditions, and add projected future losses to the unrealized losses or gains to measure the credit amount.

 

(4) Risk management structure for transactions

The holding company determines the basic policy on risk management for the MUFG Group as a whole. Each major MUFG Group company establishes a risk management structure to carry out risk management in accordance with the basic policy.

A risk management committee has been established in the holding company. ALM committees, ALM councils, risk management committees and other bodies have been established at the major MUFG Group companies to discuss and decide on important matters pertaining to market risk management and operation.

Furthermore, the major MUFG Group companies set market risk limits and also set upper limits on losses, to limit risk exposure and loss amounts to within a certain range. The MUFG Group’s overall risk conditions and the status of compliance with limits and other restrictions are reported on a daily basis to management.

For credit risk, at the major MUFG Group companies, the credit department and risk management department independent of the trading department verify the appropriateness of the nature of individual transactions, assess the risk exposure and gains or losses, and check the credit line for each counterparty in order to ensure appropriate risk management.

 

C-85


2. Fair value of transactions

 

(1) Interest-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
  Fair value     Net unrealized
gains (losses)
 

Exchange-traded

  Interest rate futures   Sell   6,460,791   1,147,045   (11,234 )   (11,234 )
   

Buy

  5,295,151   810,894   7,441     7,441  
  Interest rate options  

Sell

  6,721,509   136,162   (4,335 )   (3,173 )
   

Buy

  5,928,699   136,492   5,181     3,249  

Over-the-counter

  Forward rate agreements   Sell   5,384,627   350,830   (101 )   (101 )
   

Buy

  4,282,298   —     (327 )   (327 )
  Interest rate swaps  

Receive fixed,

pay floating

  267,133,591   179,631,170   3,646,374     3,646,374  
   

Receive floating,

pay fixed

  254,439,535   167,296,739   (3,163,499 )   (3,163,499 )
   

Receive floating,

pay floating

  30,059,854   17,603,850   8,758     8,793  
   

Receive fixed,

pay fixed

  900,052   712,778   (80,536 )   (80,536 )
  Interest rate swaptions   Sell   27,750,700   11,337,070   97,055     (99,755 )
   

Buy

  22,723,066   10,458,638   278,834     100,639  
  Other   Sell   3,054,410   2,283,440   (6,520 )   471  
   

Buy

  3,174,670   2,350,937   23,105     10,874  
                       
  Total   —     —     800,196     419,215  
                       

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

     Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 24 are not included in the table above.
2. Fair values are measured as below:

 

     Fair values of exchange-traded transactions are measured at the closing price on the Tokyo Financial Exchange, Inc. and other exchanges.

 

     Fair values of over-the-counter transactions are calculated using the discounted present value or option pricing models or other approaches.

 

C-86


(2) Currency-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
  Fair value     Net unrealized
gains (losses)
 

Exchange-traded

  Currency futures   Sell   5,593   —     (23 )   (23 )
    Buy   6,610   —     —       —    

Over-the-counter

  Currency swaps   35,213,982   26,993,908   (140,627 )   (140,627 )
  Foreign exchange contracts   Sell   38,277,586   572,405   706,642     706,642  
   

Buy

  43,453,928   671,253   (632,231 )   (632,231 )
  Currency options   Sell   16,707,450   8,435,397   (591,521 )   (28,965 )
   

Buy

  14,893,726   7,320,996   838,642     384,789  
                       

Total

  —     —     180,879     289,583  
                       

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

     Derivative transactions which apply hedge accounting in accordance with Industry Audit Committee Report No. 25 are not included in the table above.
2. Fair values are measured as below:

 

     Fair values of derivative transactions are calculated using the discounted present value, option pricing models or other approaches.

 

(3) Stock-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
  Fair value     Net unrealized
gains (losses)
 

Exchange-traded

  Equity index futures   Sell   314,847   —     7,511     7,511  
    Buy   94,291   —     (2,784 )   (2,784 )
 

 

Equity index options

 

 

Sell

  52,278   —     1,290     476  
    Buy   48,165   —     1,299     (33 )

Over-the-counter

 

Over-the-counter

securities options

  Sell   424,826   188,285   48,754     (18,441 )
    Buy   299,719   120,722   25,505     2,685  
  Over-the-counter index swaps and other swaps   Receive rate of change in stock index, pay interest   119,600   119,600   (12,977 )   (12,977 )
    Receive interest, pay rate of change of stock index   12,350   12,350   786     786  
  Over-the-counter index and other forward contracts  

Sell

Buy

  914

8,768

  —  

—  

  (2

(195

)

)

  (2

(195

)

)

           
                       

Total

  —     —     69,186     (22,974 )
                       

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

C-87


2. Fair values are measured as below:

 

     Fair values of exchange-traded transactions are measured at the closing price on the Tokyo Stock Exchange, and other exchanges.

 

     Fair values of over-the-counter transactions are calculated using the discounted present value or option pricing models or other approaches.

 

(4) Bond-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
  Fair value     Net unrealized
gains (losses)
 

Exchange-traded

 

Bond futures

  Sell   1,076,348   56,870   (818 )   (818 )
   

Buy

  1,180,436   368,820   2 ,136     2,136  
 

Bond future options

  Sell   543,633   95,851   177     114  
   

Buy

  371,173   105,740   1,335     99  

Over-the-counter

 

Over-the-counter bond options

 

Sell

Buy

  341,172

261,688

  —  

—  

  357

1,628

 

 

  (6

560

)

 

                       
 

Total

  —     —     4,817     2,085  
                       

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

     Derivative transactions subject to hedge accounting are not included in the table above.
2. Fair values are measured as below:

 

     Fair values of exchange-traded transactions are measured at the closing price on the Tokyo Stock Exchange, and other exchanges.

 

     Fair values of over-the-counter transactions are calculated using the option pricing models or other approaches.

 

C-88


(5) Commodity-related transactions (as of March 31, 2008)

 

            (in millions of yen)  

Classification

 

Type of transaction

  Contract/notional
amount
  Portion due
after one year
    Fair value     Net unrealized
gains (losses)
 

Exchange-traded

  Commodity futures   Sell   8,022   2,628     3,153     3,153  
    Buy   16,721   8,273     (2,198 )   (2,198 )
  Commodity options   Sell   6,876   3,628     713     (81 )
    Buy   5,476   (1,631 )   202     (138 )

Over-the-counter

  Commodity swaps   Receive rate of change in commodities index, pay short-term floating interest   411,945   337,902     (151,369 )   (151,369 )
    Receive short-term floating interest, pay rate of change of commodities index   439,731   360,344     241,059     241,059  
  Commodity options   Sell   158,198   103,957     (13,524 )   5,346  
    Buy   121,097   63,636     7,838     7,200  
                         

Total

  —     —       85,874     102,972  
                         

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.
2. Fair values are measured as below:

 

     Fair values of exchange-traded transactions are measured at the closing price on the International Petroleum Exchange, and other exchanges.

 

     Fair value of over-the-counter transactions are calculated based on the price of the commodity subject to the transaction, the contract period, and other factors included in the contracts of a transaction.
3. Commodities mainly consist of petroleum.

 

(6) Credit derivative transactions (as of March 31, 2008)

 

               (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Portion due
after one year
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Credit default options    Sell    2,980,889    2,738,513    (86,455 )   (86,455 )
     

Buy

   4,232,806    3,750,088    120,354     120,354  
                            

Total

   —      —      33,899     33,899  
                            

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.

 

C-89


2. Fair values are measured as below:

 

     Fair values are calculated using the discounted present values, the option pricing models, or other approaches.
3. “Sell” refers to credit risk underwriting transactions, and “Buy” refers to credit risk delivery transactions.

 

(7) Other (as of March 31, 2008)

 

               (in millions of yen)  

Classification

  

Type of transaction

   Contract/notional
amount
   Portion due
after one year
   Fair value     Net unrealized
gains (losses)
 

Over-the-counter

   Weather derivatives    Sell    144    24    (10 )   23  
     

Buy

   —      —      —       —    
   Earthquake derivatives    Sell    9,160    9,160    (1,792 )   (1,792 )
     

Buy

   9,160    9,160    14     14  
                            
  

Total

   —      —      (1,789 )   (1,755 )
                            

 

Notes:

1. Derivative transactions included in the table above are measured at fair value, and the net unrealized gains or losses are recognized in the consolidated statement of income.
2. Fair values are measured as below:

Fair values are calculated using the option pricing model or other approaches.

(Stock Options)

 

I. For the six months ended September 30, 2007

There are no applicable matters to be disclosed.

 

II. For the six months ended September 30, 2008

 

1. Amount and the account name of the stock options expenses for the six months ended September 30, 2008

General and administrative expenses: 1,767 million yen

 

2. Nature of stock options granted during the six months ended September 30, 2008

 

    

2008 Stock Options

Title and number of grantees

   Directors of MUFG    17
   Corporate auditors of MUFG    5
   Executive officers of MUFG    40
   Directors and executive officers of subsidiaries    174

Number of stock options by type of stock (Note)

   Common stock    3,263,600

Grant date

   July 15, 2008

Condition for vesting

   Retirement

Qualifying service period for vesting

   From June 27, 2008 to 2009 general shareholders meeting

Exercise period

   July 15, 2008 to July 14, 2038

Exercise price (yen)

   1

Fair value at grant date (yen)

   923

 

Note:

The number of stock options is converted into the number of shares of common stock.

 

C-90


III. For the fiscal year ended March 31, 2008

 

1. Amount and the account name of the stock options expenses for the fiscal year ended March 31, 2008

General and administrative expenses: 2,509 million yen

 

2. Nature and number, and movement of stock options

 

(1) MUFG

 

(i) Nature of stock options

 

    

2007 Stock Options

Title and number of grantees

   Directors of MUFG    15
   Corporate auditors of MUFG    5
   Executive officers of MUFG    39
   Directors and executive officers of subsidiaries    130

Number of stock options by type of stock (Note)

   Common stock    2,798,000

Grant date

   December 6, 2007

Condition for vesting

   Retirement

Qualifying service period for vesting

   June 28, 2007 to June 27, 2008

Exercise period

   December 6, 2007 to December 5, 2037

 

Note:

The number of stock options is converted into the number of shares of common stock.

 

(ii) Number and movement of stock options

The table below shows the stock options existed during the fiscal year ended March 31, 2008. The number of stock options is converted into the number of shares of common stock.

 

(a) Number of stock options

 

     2007 Stock Options

Non-vested (shares)

  

Outstanding as of March 31, 2007

   —  

Granted

   2,798,000

Forfeited

   —  

Vested

   —  

Outstanding as of March 31, 2008

   2,798,000

Vested (shares)

  

Outstanding as of March 31, 2007

   —  

Vested

   —  

Exercised

   —  

Forfeited

   —  

Exercisable as of March 31, 2008

   —  

 

b) Price information (per share)

 

     2007 Stock Options

Exercise price (yen)

   1

Average stock price upon exercise (yen)

   —  

Fair value at grant date (yen)

   1,032

 

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(iii) Method for calculating the fair value of stock options

The fair values of the stock options granted during the fiscal year ended March 31, 2008 is calculated as follows:

 

(a) Calculation method: The Black-Scholes Model

 

(b) Key assumptions used and the method of estimation

 

     Note    2007 Stock Options  

Volatility of stock price

   1    31.06 %

Estimated remaining outstanding period

   2    4 years  

Expected dividend

   3    11 yen per share  

Risk-free interest rate

   4    0.95 %

 

Notes:

1. The volatility of stock price is calculated based on the actual stock prices during the four years from November 30, 2003 to November 29, 2007.
2. The estimated remaining outstanding period cannot be readily estimated due to a lack of historical data. Therefore, the average period of service of directors of MUFG and subsidiaries is used.
3. Expected dividend is based on the actual dividend per share on common stock for the fiscal year ended March 31, 2007.
4. Risk-free interest rate is calculated based on the Japanese government bond yield applicable to the estimated remaining outstanding period of the stock options.

 

(iv) Method of estimating the number of stock options to be vested

In general, the estimate incorporates only the actual forfeited options, as a reasonable estimate of the future forfeitures is difficult.

 

(2) kabu.com Securities Co., Ltd. (consolidated subsidiary)

 

(i) Nature of stock options

 

   

2003 Stock Options

 

2004 Stock Options

 

2006 Stock Options

Title and number of grantees (Note 3)  

Director of kabu.com Securities Co., Ltd.

  1  

Director of kabu.com Securities Co., Ltd.

  1  

Director of kabu.com Securities Co., Ltd.

  1
 

Employees of kabu.com Securities Co., Ltd.

  36  

Corporate auditor of kabu.com Securities Co., Ltd.

  1  

Executive officer of kabu.com Securities Co., Ltd.

  1
     

Employees of kabu.com Securities Co., Ltd.

  4  

Employees of kabu.com Securities Co., Ltd.

  31
Number of stock options by type of stock (Note 1, 2)  

Common stock

  12,861  

Common stock

  1,854  

Common stock

  4,314

Grant date

  December 31, 2003   April 30, 2004   March 31, 2006

Condition for vesting

  Being a director, executive officer or employee of kabu.com Securities Co., Ltd. upon the exercise of the stock options   Being a director, executive officer or employee of kabu.com Securities Co., Ltd. upon the exercise of the stock options   Being a director, executive officer or employee of kabu.com Securities Co., Ltd. upon the exercise of the stock options
Qualifying service period vesting   The service period is not defined   The service period is not defined   The service period is not defined

Exercise period

  January 1, 2006 to December 31, 2010   May 1, 2006 to December 31, 2010   July 1, 2007 to June 30, 2012

 

Notes:

1. The number of stock options is converted to the number of shares of common stock of kabu.com Securities Co., Ltd.

 

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2. For the 2003 Stock Options and the 2004 Stock Options, the number of stock they are convertible into reflect the 3 for 1 common stock splits executed on September 28, 2004 and July 20, 2005.
3. A corporate auditor, who is a grantee of the 2004 Stock Options, retired from the position of corporate auditor and was elected as a director at the general meeting of the shareholders of kabu.com Securities Co., Ltd. on June 22, 2004.

 

(ii) Number and movement of stock options

The table below shows the stock options during the fiscal year ended March 31, 2008. The number of stock options is converted into the number of shares of common stock.

 

(a) Number of stock options

 

     2003 Stock Options    2004 Stock Options    2006 Stock Options

Non-vested (shares)

        

Outstanding as of March 31, 2007

   —      —      3,753

Granted

   —      —      —  

Forfeited

   —      —      111

Vested

   —      —      3,642

Outstanding as of March 31, 2008

   —      —      —  

Vested (shares)

        

Outstanding as of March 31, 2007

   4,185    846    —  

Vested

   —      —      3,642

Exercised

   3,375    333    —  

Forfeited

   27    —      —  

Outstanding as of March 31, 2008

   783    513    3,642

 

(b) Price information (per share)

 

           2003 Stock Options    2004 Stock Options    2006 Stock Options

Exercise price (yen)

     15,000    22,366    327,022

Average stock price upon exercise (yen)

   (Note 1 )   117,000    135,486    —  

Fair value at grant date (yen)

   (Note 2 )   —      —      —  

 

Notes:

1. The exercise prices of the 2003 Stock Options and 2004 Stock Options reflect the impact of the 3 for 1 common stock splits executed on September 28, 2004 and July 20, 2005. The “average stock price upon exercise” is the average stock price of kabu.com Securities Co., Ltd. at the time of exercising the option.
2. The fair value at the grant date is not disclosed as stock options were granted prior to the enforcement of the Company Law.

 

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(3) Palace Capital Partners A Co., Ltd. (consolidated subsidiary)

 

(i) Nature of stock options

 

   

2007 Stock Options (1)

 

2007 Stock Options (2)

Title and number of grantees

 

Directors of Palace Capital Partners A Co., Ltd.

  2  

Director of Palace Capital Partners A Co., Ltd.

  1
 

 

Executive officer of
Palace Capital Partners A Co., Ltd.

  1  

 

Employees of
Palace Capital Partners A Co., Ltd.

  9
Number of stock options by type of stock (Note)  

Common stock

  1,450  

Common stock

  1,130

Grant date

  September 1, 2007   September 1, 2007

Condition for vesting

  Being a director, corporate auditor, executive officer or employee of Palace Capital Partners A Co., Ltd. or its subsidiary upon exercise unless retired due to reaching retirement age   Being a director, corporate auditor, executive officer or employee of Palace Capital Partners A Co., Ltd. or its subsidiary upon exercise unless retired due to reaching retirement age
Qualifying service period for vesting   The service period is not defined.   The service period is not defined.

Exercise period

  September 1, 2007 to August 31, 2012   September 2, 2009 to August 31, 2012

 

Note:

The number of stock options is converted to the number of shares of common stock of Palace Capital Partners A Co., Ltd.

 

(ii) Number and movement of stock options

The table below shows the stock options during the fiscal year ended March 31, 2008. The number of stock options is converted to the number of shares of common stock.

 

(a) Number of stock options (in shares)

 

     2007 Stock Options (1)    2007 Stock Options (2)

Non-vested (shares)

     

Outstanding as of March 31, 2007

   —      —  

Granted

   1,450    1,130

Forfeited

   —      —  

Vested

   1,450    —  

Outstanding

   —      1,130

Vested

     

Outstanding as of March 31, 2007

   —      —  

Vested

   1,450    —  

Exercised

   —      —  

Forfeited

   —      —  

Outstanding

   1,450    —  

 

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(b) Price information (per share)

 

     2007 Stock Options (1)    2007 Stock Options (2)

Exercise price (yen)

   1    99,972

Average stock price upon exercise (yen)

   —      —  

Fair value at grant date (yen)

   99,971    0

(iii) Method for calculating the fair value of stock options

The value of the 2007 Stock Options granted in the fiscal year ended March 2008 are estimated based on intrinsic values instead of fair values, because the stock underlying the 2007 Stock Options was unlisted as of the grant date of subscription rights to shares.

 

     2007 Stock Options

Valuation method for the stock of Palace Capital Partners A Co., Ltd., based on which intrinsic values will be calculated

   Comparison to similar companies

Aggregate amount of intrinsic values of stock options as of March 31, 2008 (in millions of yen)

   144

Aggregate amount of intrinsic value of exercised stock options as of the exercise date during the fiscal year ended March 31, 2008 (in millions of yen)

   —  

 

(iv) Method of estimating the number of stock options to be vested

In general, the estimate incorporates only the actual forfeited options, as a reasonable estimate of the future forfeitures is difficult.

(Segment Information)

Business segment information

For the six months ended September 30, 2007

 

    (in millions of yen)
    Banking   Trust
Banking
  Securities   Credit
Card
    Other   Total   Elimination     Consolidated

Ordinary income

               

(1) Ordinary income from external customers

  2,288,908   349,822   283,909   219,213     108,371   3,250,225   —       3,250,225

(2) Inter-segment ordinary income

  37,859   13,679   13,832   6,104     224,263   295,739   (295,739 )   —  
                                   

Total

  2,326,767   363,502   297,742   225,317     332,635   3,545,964   (295,739 )   3,250,225
                                   

Ordinary expenses

  1,926,353   254,997   261,654   279,009     143,186   2,865,201   (112,516 )   2,752,685

Ordinary profits (Ordinary losses)

  400,414   108,505   36,087   (53,692 )   189,448   680,763   (183,223 )   497,539

 

Notes:
1. Ordinary income and ordinary profit are presented instead of sales and operating profits as presented by non-financial companies.

 

2. Other includes the leasing and other businesses.

 

3. Ordinary profits in Other include 186,421 million yen of dividends received by MUFG from its domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries.

 

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4. Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets

 

   Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue and expenditure for management accounting purposes. This change was due to the rationalization of business systems and business restructuring following the merger.

This change resulted in a 542 million yen increase in Ordinary profits in “Credit Card”.

For the six months ended September 30, 2008

 

    (in millions of yen)
    Banking   Trust
Banking
  Securities   Credit
Card
  Other   Total   Elimination     Consolidated

Ordinary income

               

(1) Ordinary income from external customers

  2,085,617   311,761   301,542   184,061   42,130   2,925,113   —       2,925,113

(2) Inter-segment ordinary income

  40,675   12,647   12,062   4,519   268,669   338,574   (338,574 )   —  
                                 

Total

  2,126,292   324,408   313,605   188,581   310,800   3,263,688   (338,574 )   2,925,113
                                 

Ordinary expenses

  1,992,669   266,794   309,142   184,116   79,629   2,832,352   (95,356 )   2,736,996

Ordinary profits

  133,623   57,614   4,462   4,465   231,170   431 ,335   (243,217 )   188,117

 

Notes:

1. Ordinary income and ordinary profit are presented instead of sales and operating profits as presented by non-financial companies.

 

2. Other includes the leasing and other businesses.

 

3. Ordinary profits in Other include 231,777 million yen of dividends received by MUFG from its domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries.

 

4. Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements

MUFG has adopted PITF No.18 from the six months ended September 30, 2008, which is effective from fiscal years beginning on or after April 1, 2008.

This change resulted in a decrease in ordinary income by 2,493 million yen in “Other”, and decreases in ordinary expenses by 7,218 million yen in “Banking” and 2,493 million yen in “Other”, respectively, and an increase in ordinary profits by 7,218 million yen in “Banking”, as compared to the previous method. This change has no material impact on other segments.

 

5. Accounting for Lease Transactions

Previously, finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees were accounted for similar to operating leases. However, MUFG has applied ASBJ Statement No. 13 and the ASBJ Implementation Guidance No.16, which became effective from fiscal years beginning on or after April 1, 2008.

(As lessees)

This change has no material impact on each segment.

(As lessor)

 

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This change resulted in decreases in ordinary income by 671 million yen in “Banking” and 57,421 million yen in “Other”, respectively, decreases in ordinary expenses by 778 million yen in “Banking” and 57,526 million yen in “Other”, respectively, and increases in ordinary profits by 106 million yen in “Banking” and 105 million yen in “Other”, respectively, as compared to the previous method.

 

6. Depreciation

Beginning the fiscal year ended March 31, 2008, depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform.

With the FY 2007 Tax Reform, the domestic banking consolidated subsidiaries have re-examined the residual values of their buildings (excluding fixtures) based on historical data related to their disposition of buildings and other data, and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.

Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries. Consequently, compared to if the method after the change had been used for the six months ended September 30, 2007, Ordinary expenses in “Banking” declined by 4,712 million yen and Ordinary profits in the segment increased by the same amount. This change did not have a material impact on “Other”.

For the fiscal year ended March 31, 2008

 

    (in millions of yen)
    Banking   Trust
Banking
  Securities   Credit
Card
    Other   Total   Elimination     Consolidated

Ordinary income

               

(1) Ordinary income from external customers

  4,509,433   676,037   539,586   457,533     211,359   6,393,951   —       6,393,951

(2) Inter-segment ordinary income

  68,557   26,127   34,237   15,826     575,097   719,846   (719,846 )   —  
                                   

Total

  4,577,991   702,165   573,824   473,360     786,456   7,113,798   (719,846 )   6,393,951
                                   

Ordinary expenses

  3,796,167   513,553   555,695   487,111     285,831   5,638,358   (273,420 )   5,364,938

Ordinary profits (Ordinary losses)

  781,824   188,611   18,128   (13,750 )   500,625   1,475,440   (446,426 )   1,029,013

 

Notes:

1. Ordinary income and ordinary profit are presented instead of sales and operating profits as presented by non-financial companies.

 

2. Other includes the leasing and other businesses.

 

3. Ordinary profits in Other include 502,470 million yen of dividends received by MUFG from its domestic consolidated banking subsidiaries and domestic consolidated trust banking subsidiaries.

 

4. Changes in depreciation

Depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as

 

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defined in the Corporate Tax Law amended by the FY 2007 Tax Reform. With the FY 2007 Tax Reform, the domestic banking consolidated subsidiaries have re-examined the residual values of their buildings (excluding fixtures) based on historical data related to their disposition of buildings and other data, and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.

These changes resulted in increases in Ordinary expenses by 10,309 million yen in “Banking”, 309 million yen in “Trust Banking” and 479 million yen in “Securities” and decreases in Ordinary profits by the same amount in each of these segments. These changes do not have a material impact on “Credit Card” and “Other”.

Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries, resulting in inconsistencies between the treatment applied in the fiscal year ended March 31, 2008.

Consequently, compared to if the method after the change had been used for the six months ended September 30, 2007, Ordinary expenses in “Banking” declined by 4,712 million yen and Ordinary profits in the segment increase by the same amount. This change did not have a material impact on “Other”.

(Additional information)

Beginning the fiscal year ended March 31, 2008, the residual values of tangible fixed assets acquired on or before March 31, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, are depreciated over 5 years using the straight-line method starting from the fiscal year immediately following the fiscal year in which the depreciation reached the maximum for income tax purposes. This change resulted in increases in Ordinary expenses by 1,932 million yen in “Banking”, 527 million yen in “Trust Banking”, 36 million yen in “Securities” and 79 million yen in “Credit Card”, and decreases in Ordinary profits by the same amount in each segment.

 

5. Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets

Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue and expenditure for management accounting purposes. This change was due to the rationalization of business systems and business restructuring following the merger. This change resulted in a 1,085 million yen decrease in Ordinary expenses in “Credit Card” and an increase in Ordinary profits in the segment by the same amount.

 

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Geographic segment information

For the six months ended September 30, 2007

 

    (in millions of yen)
    Japan   North
America
  Latin
America
  Europe/
Middle

East
  Asia/
Oceania
  Total   Elimination     Consolidated

Ordinary income

               

(1) Ordinary income from external customers

  2,334,076   444,688   3,724   295,169   172,566   3,250,225   —       3,250,225

(2) Inter-segment ordinary income

  79,697   35,544   87,171   50,181   39,989   292,584   (292,584 )   —  
                                 

Total

  2,413,773   480,232   90,896   345,351   212,555   3,542,809   (292,584 )   3,250,225
                                 

Ordinary expenses

  2,041,702   416,140   67,037   328,512   182,904   3,036,296   (283,611 )   2,752,685

Ordinary profits

  372,071   64,092   23,859   16,838   29,651   506,513   (8,973 )   497,539

 

Notes:

1. The geographic segments for MUFG and consolidated subsidiaries have been segmented by country and region in consideration of geographic proximity, similarity in economic activities, correlation of business activities and other factors. Ordinary income and ordinary profits are presented instead of sales and operating profits as presented by non-financial companies.

 

2. North America includes the United States of America and Canada. Latin America includes the Caribbean countries, Brazil and other countries. Europe/Middle East includes the United Kingdom, Germany, Netherlands and other countries. Asia/Oceania includes Hong Kong, Singapore, China and other countries.
3. Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets

 

   Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue, and expenditure for management accounting purposes. This change was due to the rationalization of business systems and business restructuring following the merger.

 

   This change resulted in a 542 million yen increase in Ordinary profits for Japan.

For the six months ended September 30, 2008

 

    (in millions of yen)
    Japan   North
America
  Latin
America
  Europe/
Middle

East
  Asia/
Oceania
  Total   Elimination     Consolidated

Ordinary income:

               

(1) Ordinary income from external customers

  2,059,157   360,559   6,396   317,259   181,741   2,925,113   —       2,925,113

(2) Inter-segment ordinary income

  74,476   20,669   68,132   58,431   25,145   246,854   (246,854 )   —  
                                 

Total

  2,133,633   381,228   74,528   375,690   206,886   3,171,968   (246,854 )   2,925,113
                                 

Ordinary expenses

  2,071,979   357,392   47,085   358,198   151,741   2,986,397   (249,401 )   2,736,996

Ordinary profits

  61,654   23,835   27,443   17,491   55,145   185,571   2,546     188,117

 

Notes:

1. The geographic segments for MUFG and consolidated subsidiaries have been segmented by country and region in consideration of geographic proximity, similarity in economic activities, correlation of business activities and other factors. Ordinary income and ordinary profits are presented instead of sales and operating profits as presented by non-financial companies.

 

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2. North America includes the United States of America and Canada. Latin America includes the Caribbean countries, Brazil and other countries. Europe/Middle East includes the United Kingdom, Germany, Netherlands and other countries. Asia/Oceania includes Hong Kong, Singapore, China and other countries.

 

3. Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements

 

   MUFG has adopted PITF No. 18 from the six months ended September 30, 2008, which is effective from fiscal years beginning on or after April 1, 2008.

 

   This change resulted in a decrease in ordinary income by 2,494 million yen in “Europe/Middle East,” increase in ordinary expenses by 1,003 million yen in “North America”, and decreases in ordinary expenses by 2,176 million yen in “Europe/Middle East” and 8,539 million yen in “Asia/Oceania”, respectively, decreases in ordinary profits by 1,003 million yen in “North America” and 318 million yen in “Europe/Middle East”, respectively, and an increase in ordinary profits by 8,539 million yen in “Asia/Oceania”, as compared to the previous method.

 

4. Accounting for Lease Transactions

 

   Previously, finance leases other than those that are deemed to transfer the ownership of the leased assets to the lessees were accounted for similar to operating leases. However, from the six months ended September 30, 2008, MUFG has applied ASBJ Statement No. 13 and the ASBJ Implementation Guidance No. 16, which became effective from fiscal years beginning on or after April 1, 2008.

 

   (As lessees)

 

   This change has no material impact on each segment.

 

   (As lessor)

 

   This change resulted in a decrease in ordinary income by 58,083 million yen, a decrease in ordinary expenses by 58,295 million yen and an increase in ordinary profits by 212 million yen in “Japan” as compared to the previous method.

 

5. Depreciation

 

   Beginning the fiscal year ended March 31, 2008, depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform.

 

   With the FY 2007 Tax Reform, the domestic banking consolidated subsidiaries have re-examined the residual values of their buildings (excluding fixtures) based on historical data related to their disposition of buildings and other data, and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives.

 

   Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries. Consequently, compared to if the method after the change had been used for the six months ended September 30, 2007, Ordinary expenses in “Japan” and “Europe/Middle East” declined by 4,680 million yen and 30 million yen lower, respectively, and Ordinary profits in these segments increased by the same amount. This change did not have a material impact on “North America” and “Asia/Oceania”.

 

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For the fiscal year ended March 31, 2008

 

    (in millions of yen)
    Japan   North
America
  Latin
America
  Europe/
Middle

East
  Asia/
Oceania
  Total   Elimination     Consolidated

Ordinary income:

               

(1) Ordinary income from external customers

  4,587,855   837,473   10,672   619,655   338,294   6,393,951   —       6,393,951

(2) Inter-segment ordinary income

  175,745   65,887   156,986   109,735   65,608   573,964   (573,964 )   —  
                                 

Total

  4,763,600   903,361   167,659   729,391   403,902   6,967,916   (573,964 )   6,393,951
                                 

Ordinary expenses

  4,044,118   769,566   114,636   705,189   337,461   5,970,972   (606,033 )   5,364,938

Ordinary profits

  719,482   133,795   53,022   24,201   66,441   996,943   32,069     1,029,013

 

Notes:

1. The geographic segments for MUFG and consolidated subsidiaries have been segmented by country and region in consideration of geographic proximity, similarity in economic activities, correlation of business activities and other factors. Ordinary income and ordinary profits are presented instead of sales and operating profits as presented by non-financial companies.

 

2. North America includes the United States of America and Canada. Latin America includes the Caribbean countries, Brazil and other countries. Europe/Middle East includes the United Kingdom, Germany, Netherlands and other countries. Asia/Oceania includes Hong Kong, Singapore, China and other countries.

 

3. Changes in depreciation

 

   Depreciation for tangible fixed assets acquired on or after April 1, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, is computed using the depreciation methods as defined in the Corporate Tax Law amended by the FY 2007 Tax Reform. With the FY 2007 Tax Reform, the domestic banking consolidated subsidiaries have re-examined the residual values of their buildings (excluding fixtures) based on historical data related to their disposition of buildings and other data, and determined that the residual values should be adjusted to a nominal amount from the fiscal year ended March 31, 2008. In addition, the new declining-balance method set forth in the amended Corporate Tax Law is used to depreciate buildings, regardless of the date of their acquisition, as this method was determined to be reasonable for depreciating buildings to a nominal value at the end of their useful lives. These changes resulted in increases in ordinary expenses by 11,031 million yen for “Japan” and 87 million yen for “Europe/Middle East” and decreases in ordinary profits by the same amount for each segment. These changes do not have a material impact on “North America”, “Latin America” and “Asia/Oceania”.

 

   Due to the time required to change the depreciation system and other constraints, domestic consolidated banking subsidiaries and certain other consolidated subsidiaries made these changes in the second half of the fiscal year ended March 31, 2008. Therefore, the previous depreciation method was used in the six months ended September 30, 2007 for these subsidiaries, resulting in inconsistencies between the treatment applied in the fiscal year ended March 31, 2008. Consequently, compared to if the method after the change had been used for the six months ended September 30, 2007, Ordinary expenses in “Japan” and “Europe/Middle East” declined by 4,680 million yen and 30 million yen, respectively, while Ordinary profits in these geographic segments increased by the same respective amounts. This change did not have a material impact on “North America” and “Asia/Oceania”.

 

   (Additional information)

 

  

Beginning the fiscal year ended March 31, 2008, the residual values of tangible fixed assets acquired on or before March 31, 2007, other than buildings (excluding fixtures) of the domestic consolidated banking subsidiaries, are depreciated over 5 years using the straight-line method starting from the fiscal year immediately following the fiscal year in which the depreciation reached the maximum for income tax

 

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purposes. This change resulted in increases in ordinary expenses by 2,539 million yen and 22 million yen for “Japan” and “North America”, respectively, and decreases in ordinary profits by the same amount for each segment. This change did not have a material impact on “Europe/Middle East” and “Asia/Oceania”.

 

4. Changes in the grouping method under the Accounting Standard for Impairment on Fixed Assets

 

   Upon the merger with DC Card Co., Ltd., Mitsubishi UFJ NICOS Co., Ltd., a consolidated subsidiary of MUFG, changed its grouping method for recognizing and measuring impairment losses on tangible fixed assets. Assets related to the credit card business, which were previously grouped as one unit, the credit business group, are grouped into business units that are responsible for the ongoing management and tracking of revenue, and expenditure for management accounting purposes. This change was due to the rationalization of business systems and business restructuring following the merger. This change resulted in a 1,085 million yen decrease in Ordinary expenses and an increase in Ordinary profits by the same amount for “Japan”.

Ordinary income from overseas operations

For the six months ended September 30, 2007

 

         (in millions of yen)  
         Amount  
I.  

Ordinary income from overseas operations

   916,149  
II.  

Consolidated ordinary income

   3,250,225  
III.  

Ratio of ordinary income from overseas operations over consolidated ordinary income

   28.1 %

 

Notes:

1. Ordinary income from overseas operations is presented instead of overseas sales as presented by non-financial companies.
2. Ordinary income from overseas operations consists of ordinary income from transactions by the overseas branches of the domestic consolidated banking and trust banking subsidiaries, and the overseas consolidated subsidiaries (excluding intercompany ordinary income). Geographic segment information is not disclosed as a number of transactions are not categorized by counterparty.

For the six months ended September 30, 2008

 

         (in millions of yen)  
         Amount  
I.  

Ordinary income from overseas operations

   865,956  
II.  

Consolidated ordinary income

   2,925,113  
III.  

Ratio of ordinary income from overseas operations over consolidated ordinary income

   29.6 %

 

Notes:

1. Ordinary income from overseas operations is presented instead of overseas sales as presented by non-financial companies.
2. Ordinary income from overseas operations consists of ordinary income from transactions by the overseas branches of the domestic consolidated banking and trust banking subsidiaries, and the overseas consolidated subsidiaries (excluding intercompany ordinary income). Geographic segment information is not disclosed as a number of transactions are not categorized by counterparty.

 

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For the fiscal year ended March 31, 2008

 

         (in millions of yen)  
         Amount  
I.  

Ordinary income from overseas operations

   1,806,096  
II.  

Consolidated ordinary income

   6,393,951  
III.  

Ratio of ordinary income from overseas operations over consolidated ordinary income

   28.2 %

 

Notes:

1. Ordinary income from overseas operations is presented instead of overseas sales as presented by non-financial companies.
2. Ordinary income from overseas operations consists of ordinary income from transactions by the overseas branches of the domestic consolidated banking and trust banking subsidiaries, and the overseas consolidated subsidiaries (excluding intercompany ordinary income). Geographic segment information is not disclosed as a number of transactions are not categorized by counterparty.

(Special Purpose Companies Subject to Disclosure)

 

I. For the six months ended September 30, 2007

 

1. Overview of special purpose companies and transactions involving the special purpose companies

 

     To diversify its sources of funding and ensure steady fund raising, Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) a consolidated subsidiary of MUFG, securitizes credit card receivables, installment sales receivables and loans. Special purpose companies (mainly companies established in the Cayman Islands) are used for this securitization. Upon securitization, MUN establishes a trust for the credit card receivables, installment sales receivables and loans, and issues beneficiary interests with senior, subordinate and other tranches. Only the senior beneficiary interests are transferred to the special purpose companies. The special purpose companies issue bonds or make a borrowing backed by the transferred senior beneficiary interests. MUN receives cash raised as proceeds from the transfer of the senior beneficiary interests.

 

     MUN also provides a debt collection service to the special purpose companies and retains the subordinated beneficiary interests and a portion of the sales proceeds of the senior beneficiary interests. An adequate allowance for credit losses is established for the subordinated portion in the trust assets for which recovery is less than expected.

 

     As a result of the securitization, there are seven special purpose companies that have outstanding transaction balances with MUN as of September 30, 2007. The total assets (gross total) and the total liabilities (gross total) of these special purpose companies at their most recent balance sheet dates amount to 145,328 million yen, and 145,037 million yen, respectively. Neither MUFG nor any of its subsidiaries own stock with voting rights of these special purpose companies, nor have any directors or employees of MUFG or any of its subsidiaries been seconded to the special purpose companies.

 

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2. Transaction amounts with special purpose companies and other information for the six months ended September 30, 2007

 

     (in millions of yen)
     Amount of major transactions
or balance

as of September 30, 2007
  

Principal gains or losses

     

(Item)

   (Amount)

Transferred senior beneficiary interests relating to:

        

Credit card receivables

   —      Gains on sales    —  

Installment sales receivables

   —      Gains on sales    —  

Loans

   —      Gains on sales    —  

Residual balance of proceeds from sales (accounts receivable)

   228    Gains on distribution    6

Transaction volume of debt collection service (Note 2)

   2,277    Gains on debt collection service    2,277

 

Notes:

1. As of September 30, 2007, the balance of subordinated beneficiary interests not transferred to the special purpose companies amounts to 185,459 million yen. Gains on distribution from these subordinate beneficiary interests (24,243 million yen) are recorded as “Interest income”.
2. Gains on the debt collection service are recorded as “Fees and commissions”.
3. The amounts of transactions with the special purpose companies and other information are included in “1. Overview of special purpose companies and transactions involving the special purpose companies”.

 

II. For the fiscal year ended March 31, 2008

 

1. Overview of special purpose companies and transactions involving the special purpose companies

 

     To diversify its sources of funding and ensure steady fund raising, Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) a consolidated subsidiary of MUFG, securitizes credit card receivables, installment sales receivables and loans. Special purpose companies (mainly companies established in the Cayman Islands) are used for this securitization. Upon securitization, MUN establishes a trust for the credit card receivables, installment sales receivables and loans, and issues beneficiary interests with senior, subordinate and other tranches. Only the senior beneficiary interests are transferred to the special purpose companies. The special purpose companies issue bonds or make a borrowing backed by the transferred senior beneficiary interests. MUN receives cash raised as proceeds from the transfer of the senior beneficiary interests.

 

     MUN also provides a debt collection service to the special purpose companies and retains the subordinated beneficiary interests and a portion of the sales proceeds of the senior beneficiary interests. An adequate allowance for credit losses is established for the subordinated portion in trust assets for which recovery is less than expected.

 

     As a result of the securitization, there are three special purpose companies that have outstanding transaction balances with MUN as of March 31, 2008. The total assets (gross total) and the total liabilities (gross total) of these special purpose companies at their most recent balance sheet dates amount to 76,054 million yen, and 75,940 million yen, respectively. Neither MUFG nor any of its subsidiaries own stock with voting rights of these special purpose companies, nor have any directors or employees of MUFG or any of its subsidiaries been seconded to the special purpose companies.

 

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2. Transaction amounts with special purpose companies and other information for the fiscal year ended March 31, 2008

 

     (in millions of yen)
     Amount of major transactions
or balance
as of March 31, 2008
   Principal gains or losses
      (Item)    (Amount)

Transferred senior beneficiary interests relating to:

        

Credit card receivables

   —      Gains on sales    —  

Installment sales receivables

   —      Gains on sales    —  

Loans

   —      Gains on sales    —  

Residual balance of proceeds from sales (accounts receivable)

   38    Gains on distribution    79

Transaction volume of debt collection service (Note 2)

   3,571    Gains on debt collection service    3,571

 

Notes:

1. As of March 31, 2008, the balance of subordinated beneficiary interests not transferred to the special purpose companies amounts to 93,820 million yen. Gains on distribution from these subordinate beneficiary interests (38,806 million yen) are recorded as “Interest income”.
2. Gains on the debt collection service are recorded as “Fees and commissions”.
3. In addition to the amounts of transactions with the three special purpose companies and other information included in “1. Overview of special purpose companies and transactions involving the special purpose companies,” gains and losses disclosed in the table above include transactions with four other special purpose companies of a similar nature in the fiscal year ended March 31, 2008.

(Business Combinations)

For the six months ended September 30, 2007

(Transactions involving entities under common control)

UFJ NICOS Co., Ltd, a consolidated subsidiary of MUFG, at the Board of Directors meeting held on December 20, 2006, resolved to sign a merger agreement with DC Card Co., Ltd., also a consolidated subsidiary of MUFG. The merger came into effect on April 1, 2007. This merger is a transaction involving entities under common control as outlined below:

 

1. Name of combining companies, nature of business, date of business combination, legal form of business combination, the name of the company after the business combination, and the overview and purpose of the transaction

 

(1) Name of combining companies and the nature of their businesses

 

(i) Combining company

Company name: UFJ NICOS Co., Ltd.

Nature of business: Credit card business

 

(ii) Acquired company

Company name: DC Card Co., Ltd.

Nature of business: Credit card business

 

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(2) Date of business combination

April 1, 2007

 

(3) Legal form of business combination

Merger with UFJ NICOS Co., Ltd. as the surviving entity and DC Card Co., Ltd. as the disappearing entity.

 

(4) Name of company after combination

Mitsubishi UFJ NICOS Co., Ltd.

 

(5) Overview and the purpose of the transaction

UFJ NICOS Co., Ltd., one of the core credit card companies of the MUFG Group, has merged with DC Card Co., Ltd., the other main credit card company of the MUFG Group, to further increase the enterprise value. Through this merger, the newly formed credit card company will aim to offer leading edge solutions while developing an industry leading business infrastructure and earning capacity.

 

2. Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill and gains on changes in equity.

 

(1)   Amount of goodwill    3,244 million yen
(2)   Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent to the increased share of MUFG and the acquisition cost
(3)   Amortization method and period    Straight-line method over 20 years
(4)   Gain on changes in equity    6,985 million yen

(Business combinations for which the purchase method is applied)

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), MUFG’s consolidated banking subsidiary, resolved, at the Board of Directors meeting held on March 5, 2007, to conduct a tender offer for kabu.com Securities Co., Ltd. (“kabu.com Securities”), an equity method affiliate of MUFG. Subsequently, 94,000 shares of kabu.com Securities were acquired from March 20, 2007 to April 18, 2007. As a result, the total percentage of voting rights for common stock of kabu.com Securities held by MUFG and its subsidiary reached 40.36%.

On June 24, 2007, the general meeting of shareholders of kabu.com Securities resolved to appoint as its directors individuals who (1) serve or served as officers or employees responsible for business execution for MUFG or its subsidiary and (2) are able to exercise influence over the decision on financial, operational and business policies of kabu.com Securities. As a result, such individuals represented the majority of directors of kabu.com Securities, and accordingly, kabu.com Securities became a consolidated subsidiary of MUFG.

 

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1. Name of acquiree, nature of business, size of business, principal reason for business combination, date of business combination, legal form of business combination and ratio of voting rights acquired

 

(1)    Name of acquiree    kabu.com Securities Co., Ltd.      
(2)    Nature of business    Securities business      
(3)    Size of business    Capital:    7,195 million yen    Actual as of March 31, 2007
      Total assets:    363,771 million yen    Actual as of March 31, 2007
      Number of employees:    81    As of March 31, 2007
(4)    Principal reasons for business combination    kabu.com Securities Co., Ltd. is positioned as a core company within the MUFG Group for providing comprehensive financial services. The purpose of the combination is to further increase synergies in the retail financial services area through the provision of high added value internet-based operations.
(5)    Date of business combination    June 24, 2007      
(6)    Legal form of business combination    Purchase of stock      
(7)    Ratio of voting rights acquired    9.50%      

 

2. Period of the acquiree’s financial results included in the consolidated financial statements:

April 1, 2007 to September 30, 2007

 

3. Acquisition costs and its breakdown:

 

     (in millions of yen)

Acquisition costs

   22,653

(Breakdown)

  

Purchase cost of stock

   22,560

Other direct costs

   93
    

Total

   22,653
    

 

4. Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(1)    Amount of goodwill    14,681 million yen
(2)    Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent to the increased share of MUFG and the acquisition cost.
(3)    Amortization method and period    Straight-line method over 20 years

 

5. Amounts and main breakdown of assets received and liabilities assumed on the date of business combination

 

                 (in millions of yen)
(1)    Assets      Total assets:    388,728
        Margin transaction assets:    177,455
        Cash segregated as deposits    108,746
(2)    Liabilities      Total liabilities:    326,203
        Guarantee deposits received    122,695
        Margin transaction liabilities    120,394

 

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(Transactions involving entities under common control)

On September 30, 2007, MUFG and Mitsubishi UFJ Securities Co., Ltd. (“MUS”), a consolidated subsidiary of MUFG, executed a share exchange under which MUS became a wholly owned subsidiary of MUFG. The share exchange was a transaction between entities under common control. An overview of the transaction is as follows:

 

1. Name of combining companies, nature of business, legal form of business combination, name of the company after the business combination and the overview, and purpose of the transaction

 

(1)    Name and nature of business of the combining company   
   Company name:    Mitsubishi UFJ Securities Co., Ltd.
   Nature of business:    Securities business
(2)    Method of business combination    Share exchange
(3)    Name of company after business combination    Mitsubishi UFJ Securities Co., Ltd.
(4)    Overview and purpose of the transaction   
   The MUFG Group has been actively pursuing its integrated group strategy of extending beyond its existing business framework to deliver timely, high added value financial products and services, with each group company cooperating to achieve this. To stimulate the evolving trend from savings to investment, seize the opportunity presented by the deregulation of the Japanese financial markets, effectively and promptly meet the drastic changes in the Japanese financial environment, further enhance cooperation among group companies while complying strictly with all laws and regulations, and conduct its business as a unified group, the share exchange was executed to make MUFG the wholly owning parent company, and MUS a wholly owned subsidiary.

 

2. Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by the Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill.

 

3. Additional acquisition of stocks of subsidiaries

 

(1) Acquisition costs and its breakdown

 

     (in millions of yen)

Acquisition costs

   375,719

(Breakdown)

  

Treasury stock

   375,526

Other direct costs

   192
    

Total

   375,719
    

 

(2) Share exchange ratio by the type of stock, method of calculating the exchange ratio, the number and valuation of shares exchanged

 

  (i) Share exchange ratio by the type of stock

Common stock – 1 share of MUFG: 1.02 shares of MUS

 

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  (ii) Method of calculating the exchange ratio

To calculate the share exchange ratio for this share exchange, MUFG and MUS selected their respective independent calculation agents. MUFG and MUS carefully assessed the results of analyses and the opinions of professionals provided by each independent calculation agent. They then negotiated and discussed the share exchange ratio based on the analyses and opinions. As a result, MUFG and MUS reached an agreement on and determined the ratio as indicated above. These independent calculation agents performed various analyses, including the analysis of historical stock prices, the analysis of precedent transactions, and discounted cash flow analyses. The results were then comprehensively assessed in order to submit their analyses and opinions on the share exchange ratio.

 

  (iii) Number and valuation of shares exchanged

 

Number of shares exchanged:

   277,857,563 shares

Value:

   375,719 million yen

 

(3) Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(i)    Amount of goodwill    96,335 million yen
(ii)    Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent of the amount of increased share of MUFG holding, and the acquisition cost
(iii)    Amortization method and period    Straight-line method over 20 years

 

   For the six months ended September 30, 2008 (April 1, 2008 to September 30, 2008)

 

   Transactions involving entities under common control

(Transaction between MUFG and Mitsubishi UFJ NICOS Co., Ltd.)

On August 1, 2008, MUFG and Mitsubishi UFJ NICOS Co., Ltd. (“Mitsubishi UFJ NICOS”), a consolidated subsidiary of MUFG, executed a share exchange under which Mitsubishi UFJ NICOS became a wholly owned subsidiary of MUFG. The share exchange was a transaction between entities under common control. An overview of the transaction is as follows:

 

(1) Name of combining companies, nature of business, legal form of business combination, name of the company after the business combination and the overview, and purpose of the transaction

 

(i)    Name and nature of business of the combining company   
   Company name:    Mitsubishi UFJ NICOS Co., Ltd.
   Nature of business:    Credit card business
(ii)    Method of business combination    Share exchange
(iii)    Name of company after business combination    Mitsubishi UFJ NICOS Co., Ltd.
(iv)    Overview and purpose of the transaction   
   To take the initiative in responding to changes in the external environments that include the revision of Money Lending Business Law and Installment Sales Laws, and to drastically address the further expansion and development of the credit card market, MUFG and MUN resolved on September 20, 2007 for MUFG to underwrite the entire 120 billion yen third-party allotment of new shares of MUN, and for MUN to become a wholly owned subsidiary of MUFG by an exchange of shares for the following purposes: (1) to strengthen the financial foundation of MUN; (2) to further enhance the strategic integrity and flexibility of

 

C-109


  

the MUFG Group, including MUN, and to strive for effective utilization of managerial resources within the MUFG Group; (3) to clearly position Mitsubishi UFJ NICOS as a core business entity of the MUFG Group on par with banks, trusts, and securities firms, and (4) to further strengthen and nurture the card business operated by MUN as a strategic focus of MUFG’s consumer finance business.

 

Based on this resolution, MUFG and MUN signed the share exchange agreement.

 

(2) Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by the Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill.

 

(3) Additional acquisition of shares of subsidiaries

 

(i) Acquisition costs and its breakdown

 

     (in millions of yen)

Acquisition costs

   198,936

(Breakdown)

  

Treasury stock

   198,821

Other direct costs

   115
    

Total

   198,936
    

 

(ii) Share exchange ratio by the type of stock, method of calculating the exchange ratio, the number and valuation of shares exchanged

 

  (a) Share exchange ratio by the type of stock

Common stock 1 share of MUFG: 0.37 shares of Mitsubishi UFJ NICOS common stock

Common stock 1 share of MUFG: 1.39 shares of Mitsubishi UFJ NICOS First series stock

 

  (b) Method of calculating the exchange ratio

To ensure the fairness and appropriateness of the share exchange ratios, MUFG and MUN selected Nomura Securities Co., Ltd. and KPMG FAS Co., Ltd., respectively, as independent calculation agents, and requested each agent to perform the share exchange ratios calculation. Based on the results of the calculations, both companies held careful negotiations and discussions to determine the share exchange ratios.

 

  (c) Number and valuation of shares exchanged

 

Number of shares exchanged:

   197,989,554 shares

Value:

   286,391 million yen

 

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3. Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(a)

   Amount of goodwill and negative goodwill   
   Goodwill    98,360 million yen
   Negative goodwill    38,419 million yen

(b)

   Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent of the amount of increased share of MUFG holding, and the acquisition cost

(c)

   Amortization method and period   
   Goodwill    Straight-line method over 20 years
   Negative goodwill    Straight-line method over 20 years

For the fiscal year ended March 31, 2008

 

1. Business combinations for which the purchase method is applied

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), MUFG’s consolidated banking subsidiary, resolved at the Board of Directors meeting held on March 5, 2007 to conduct a tender offer for kabu.com Securities Co., Ltd. (“kabu.com Securities”), an equity method affiliate of MUFG. Subsequently, 94,000 shares of kabu.com Securities were acquired from March 20, 2007 to April 18, 2007. As a result, the total percentage of voting rights for common stock of kabu.com Securities held by MUFG and its subsidiary reached 40.36%.

On June 24, 2007, the general meeting of shareholders of kabu.com Securities resolved to appoint as its directors individuals who (1) serve or served as officers or employees responsible for business execution for MUFG or its subsidiary and (2) are able to exercise influence over the decision on financial, operational and business policies of kabu.com Securities. As a result, such individuals represented the majority of directors of kabu.com Securities, and accordingly, kabu.com Securities became a consolidated subsidiary of MUFG.

 

(1) Name of acquiree, nature and size of business, principal reasons for business combination, date of business combination, legal form of business combination and ratio of voting rights acquired

 

(i)

  Name of acquiree   kabu.com Securities Co., Ltd.  

(ii)

  Nature of business   Securities business  

(iii)

  Size of business   Capital:   7,195 million yen   Actual as of March 31, 2007
    Total assets:   363,771 million yen   Actual as of March 31, 2007
    Number of employees:   81    As of March 31, 2007

(iv)

  Principal reasons for business combination   kabu.com Securities Co., Ltd. is positioned as a core company within the MUFG Group for providing comprehensive financial services. The purpose of the combination is to further increase synergies in the retail financial services area through the provision of high added value internet-based operations.

(v)

  Date of business combination   June 24, 2007    

(vi)

  Legal form of business combination   Purchase of stock    

(vii)

  Ratio of voting rights acquired   9.50%    

 

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(2) Period of the acquiree’s financial results included in the consolidated financial statements: April 1, 2007 to March 31, 2008

 

(3) Acquisition costs and its breakdown

 

     (in millions of yen)

Acquisition costs

   22,653

(Breakdown)

  

Purchase cost of stock

   22,560

Other direct costs

   93
    

Total

   22,653
    

 

(4) Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(i)

   Amount of goodwill    14,681 million yen

(ii)

   Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent to the increased share of MUFG and the acquisition cost

(iii)

   Amortization method and period    Straight-line method over 20 years

 

(5) Amounts and main breakdown of assets received and liabilities assumed on the date of business combination

 

               (in millions of yen)

(i)

   Assets
   Total assets:    388,728
     

Margin transaction assets

   177,455
     

Cash segregated as deposits

   108,746

(ii)

   Liabilities    Total liabilities:    326,203
     

Guarantee deposits received

   122,695
     

Margin transaction liabilities

   120,394

 

2. Transactions involving entities under common control

(Transaction between UFJ NICOS Co., Ltd. and DC Card Co., Ltd.)

UFJ NICOS Co., Ltd, a consolidated subsidiary of MUFG, at the Board of Directors meeting held on December 20, 2006, resolved to sign a merger agreement with DC Card Co., Ltd., also the consolidated subsidiary of MUFG, which came into effect on April 1, 2007. This merger is a transaction involving entities under common control as outlined below:

 

(1) Name of combining companies, nature of business, date of business combination, legal form of business combination, the name of the company after the business combination, and the overview and purpose of the transaction

 

(i) Name of combining companies and the nature of their businesses

 

(a) Combining company

Company name: UFJ NICOS Co., Ltd.

Nature of business: Credit card business

 

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(b) Acquired company

Company name: DC Card Co., Ltd.

Nature of business: Credit card business

 

(ii) Date of business combination

April 1, 2007

 

(iii) Legal form of business combination

Merger with UFJ NICOS Co., Ltd. as the surviving entity and DC Card Co., Ltd. as the disappearing entity.

 

(iv) Name of company after combination

Mitsubishi UFJ NICOS Co., Ltd.

 

(v) Overview and the purpose of the transaction

UFJ NICOS Co., Ltd., one of the core credit card companies of the MUFG Group, has merged with DC Card Co., Ltd., the other main credit card company of the MUFG Group, to further increase the enterprise value. Through this merger, the newly formed credit card company will aim to offer leading edge solutions while developing an industry leading business infrastructure and earning capacity.

 

(2) Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill and gains on changes in equity.

 

(i)

  Amount of goodwill    3,244 million yen

(ii)

  Reason for recognizing goodwill    Recognized based on the difference between the book value equivalent to the increased share of MUFG and the acquisition cost

(iii)

  Amortization method and period    Straight-line method over 20 years

(iv)

  Gain on changes in equity    6,985 million yen

(Transaction between MUFG and Mitsubishi UFJ Securities Co., Ltd.)

On September 30, 2007, MUFG and Mitsubishi UFJ Securities Co., Ltd. (“MUS”), a consolidated subsidiary of MUFG, executed a share exchange under which MUS became a wholly owned subsidiary of MUFG. The share exchange was a transaction between entities under common control. An overview of the transaction is as follows:

 

(1) Name of combining companies, nature of business, legal form of business combination, name of the company after the business combination and the overview, and purpose of the transaction

 

(i)

  Name and nature of business of the combining company  
  Company name:   Mitsubishi UFJ Securities Co., Ltd.
  Nature of business:   Securities business

(ii)

  Method of business combination   Share exchange

(iii)

  Name of company after business combination   Mitsubishi UFJ Securities Co., Ltd.

(iv)

  Overview and purpose of the transaction  

 

C-113


  The MUFG Group has been actively pursuing its integrated group strategy of extending beyond its existing business framework to deliver timely, high added value financial products and services, with each group company cooperating to achieve this. To stimulate the evolving trend from savings to investment, seize the opportunity presented by the deregulation of the Japanese financial markets, effectively and promptly meet the drastic changes in the Japanese financial environment, further enhance cooperation among group companies while complying strictly with all laws and regulations, and conduct its business as a unified group, the share exchange was executed to make MUFG the wholly owning parent company, and MUS a wholly owned subsidiary.

 

(2) Overview of the accounting treatment

This transaction was accounted for in accordance with the “Accounting Standard for Business Combinations” (issued on October 31, 2003 by the Business Accounting Council) and Implementation Guidance No. 10 “Implementation Guidance on Accounting Standard for Business Combinations and Accounting for Business Divestitures” (issued on December 27, 2005 by ASBJ), resulting in goodwill.

 

(3) Additional acquisition of shares of subsidiaries

 

(i) Acquisition costs and its breakdown

 

     (in millions of yen)

Acquisition costs

   375,719

(Breakdown)

  

Treasury stock

   375,526

Other direct costs

   192
    

Total

   375,719
    

 

(ii) Share exchange ratio by the type of stock, method of calculating the exchange ratio, the number and valuation of shares exchanged

 

(a)    Share exchange ratio by the type of stock

   Common stock – 1 share of MUFG: 1.02 shares of MUS

(b)    Method of calculating the exchange ratio

   To calculate the share exchange ratio for this share exchange, MUFG and MUS selected respective independent calculation agents. MUFG and MUS carefully assessed the results of analyses and the opinions of professionals as provided by each independent calculation agent. They then negotiated and discussed the share exchange ratio based on the analyses and opinions. As a result, MUFG and MUS reached an agreement on and determined the ratio as indicated above. These independent calculation agents performed various analyses, including the analysis of historical stock prices, the analysis of precedent transactions, and discounted cash flow analyses. The results were then comprehensively assessed in order to submit their analyses and opinions on the share exchange ratio.

(c)    Number and valuation of shares exchanged

  

         Number of shares exchanged:

   277,857,563 shares   

         Value:

   375,719 million yen   

 

C-114


(iii) Amount of goodwill, reason for recognizing goodwill, amortization method and period

 

(a)    Amount of goodwill

   96,335 million yen

(b)    Reason for recognizing goodwill

   Recognized based on the difference between the book value equivalent of the amount of increased share of MUFG holding, and the acquisition price

(c)    Amortization method and period

   Straight-line method over 20 years

 

3. Business divestitures and other similar transactions

On November 29, 2007, the MUFG consolidated subsidiary Union Bank of California, N.A. (“UBOC”) entered into a sale agreement with Prudential Financial, Inc. to sell a portion of its pension fund trustee business. This sale was completed on December 31, 2007. An overview of the transaction is as follows:

 

(1) Name of transferee, the nature of transferred business, main reason for separating the business, date of separation, overview of the business separation including the legal form of separation

 

(i) Name of transferee

Prudential Retirement, a subsidiary of Prudential Financial, Inc.

 

(ii) Nature of transferred business

Provider of defined contribution pension plan and recordkeeping services

 

(iii) Main reason for separating the business

It was determined that the continuance of the pension fund trustee business requires considerable system investments going forward; however, the size of the pension fund trustee business at UBOC is not sufficient to continue this business.

 

(iv) Date of separation

December 31, 2007

 

(v) Overview of the business separation including the legal form of separation

A business transfer with UBOC being the transferor of the business, and Prudential Retirement being the transferee.

 

(2) Overview of accounting treatment

 

     (in millions of yen)

Gains on the sale of the business by the subsidiary

   10,810

(Breakdown)

  

Consideration received for the business transfer

   11,516

Intangible fixed assets

   706
    

Gains on the sale of the business by the subsidiary

   10,810
    

The amount of consideration received for the business transfer is net of 239 million yen of commission.

 

C-115


(3) Estimated gains and losses arising from the business separation recorded in the consolidated statement of income

 

     (in millions of yen)

Ordinary income

   6,037

Ordinary expenses

   5,984
    

Ordinary profit

   52
    

(Per share information)

 

   

For the six months
ended

September 30, 2007

 

For the six months
ended
September 30, 2008

 

For the fiscal year

ended

March 31, 2008

Net assets per share

  812.53 yen   663.09 yen   727.98 yen

Net income per share

  24.76 yen   8.46 yen   61.00 yen

Diluted net income per share

  24.61 yen   8.41 yen   60.62 yen
 

MUFG executed a 1,000 for 1 stock split effective on September 30, 2007.

 

Per share information for the six months ended September 30, 2006 and the fiscal year ended March 31, 2007 on the assumption that the stock split had been effective as of April 1, 2006 are as follows:

   

MUFG executed a 1,000 for 1 stock split effective on September 30, 2007.

 

Per share information for the fiscal year ended March 31, 2007 on the assumption that the stock split had been effective as of April 1, 2006 are as follows:

   

For the six months

ended

September 30, 2006

 

For the fiscal year

ended

March 31, 2007

               
 

Net assets per share

 

720.12 yen

 

Net assets per share

 

801.32 yen

   

Net assets per share

 

801.32 yen

 
 

Net income per share

 

50.45 yen

 

Net income per share

 

86.79 yen

   

Net income per share

 

86.79 yen

 
 

Diluted net income per share

 

49.66 yen

 

Diluted net income per share

 

86.27 yen

   

Diluted net income per share

 

86.27 yen

 

 

C-116


 

Note: The basis for computing net income per share and diluted net income per share is as follows:

 

         

For the six months

ended

September 30, 2007

  

For the six months

ended

September 30, 2008

  

For the fiscal year

ended

March 31, 2008

Net income per share

           

Net income

   Million
yen
  

256,721

  

92,023

  

636,624

Amounts not attributable to common shareholders

  

Million
yen

  

3,949

  

3,690

  

7,929

Dividends on preferred stock

  

Million
yen

  

3,949

  

3,690

  

7,929

Net income attributable to common shares

  

Million
yen

  

252,772

  

88,332

  

628,694

Average number of common shares during the period

  

Thousand
shares

  

10,208,340

  

10,437,400

  

10,306,055

Diluted net income per share

           

Adjustments to net income

  

Million
yen

  

330

  

63

  

661

Dividends on preferred stock

  

Million
yen

  

334

  

64

  

668

Adjustments made to reflect the potential stock of the consolidated subsidiaries

  

Million
yen

  

(3)

  

(1)

  

(7)

Increase in common stock

  

Thousand
shares

  

73,692

  

66,885

  

74,586

Preferred stock

   Thousand
shares
  

73,692

  

63,087

  

73,692

Subscription rights to shares

  

Thousand
shares

  

—  

  

3,797

  

893

 

C-117


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

Potential stock not included in the calculation of diluted net income per share due to their non-dilutive effects

 

Preferred stock first series of class 3 (100,000 thousand outstanding shares)

 

Subscription rights to shares issued by the consolidated subsidiaries: kabu.com Securities Co., Ltd.

 

Subscription rights to shares (stock options)

 

Preferred stock first series of class 3 (100,000 thousand outstanding shares)

 

Subscription rights to shares issued by the consolidated subsidiaries: kabu.com Securities Co., Ltd.

 

Subscription rights to shares (stock options)

 

Preferred stock first series of class 3 (100,000 thousand outstanding shares)

 

Subscription rights to shares issued by the consolidated subsidiaries: kabu.com Securities Co., Ltd.

 

Subscription rights to shares (stock options)

 

Grant date:

  Mar. 31, 2006  

Grant date:

  Mar. 31, 2006  

Grant date:

  Mar. 31, 2006
 

Deadline for exercising rights:

  June 30, 2012  

Deadline for exercising rights:

  June 30, 2012  

Deadline for exercising rights:

  June 30, 2012
 

Exercise price:

  327,022 yen  

Exercise price:

  327,022 yen  

Exercise price:

  327,022 yen
 

Number of options initially granted:

  1,438 units  

Number of options initially granted:

  1,438 units  

Number of options initially granted:

  1,438 units
 

Number of options outstanding as of September 30, 2007:

 

1,214 units

 

Number of options outstanding as of September 30, 2008:

 

1,214 units

 

Number of options outstanding as of March 31, 2008:

 

1,214 units

 

MU Hands-on Capital Ltd.

 

(1) Subscription rights to shares (contingent warrants)

 

MU Hands-on Capital Ltd.

 

(1) Subscription rights to shares (contingent warrants)

 

MU Hands-on Capital Ltd.

 

(1) Subscription rights to shares (contingent warrants)

 

Grant date:

  Dec. 18, 2000  

Grant date:

  Dec. 18, 2000  

Grant date:

  Dec. 18, 2000
 

Deadline for exercising rights:

  Dec. 1, 2010  

Deadline for exercising rights:

  Dec. 1, 2010  

Deadline for exercising rights:

  Dec. 1, 2010
 

Exercise price:

  65,000 yen  

Exercise price:

  65,000 yen  

Exercise price:

  65,000 yen
 

Number of options initially granted:

  1,200 units  

Number of options initially granted:

  1,200 units  

Number of options initially granted:

  1,200 units
 

Number of options outstanding as of September 30, 2007:

  375 units  

Number of options outstanding as of September 30, 2008:

  375 units  

Number of options outstanding as of March 31, 2008:

  375 units
  (2) Subscription rights to shares (stock options)   (2) Subscription rights to shares (stock options)   (2) Subscription rights to shares (stock options)
 

Grant date:

  May 20, 2003  

Grant date:

  May 20, 2003  

Grant date:

  May 20, 2003
 

Deadline for exercising rights:

  Dec. 1, 2010  

Deadline for exercising rights:

  Dec. 1, 2010  

Deadline for exercising rights:

  Dec. 1, 2010
 

Exercise price:

  120,000 yen  

Exercise price:

  120,000 yen  

Exercise price:

  120,000 yen
 

Number of options initially granted:

  585 units  

Number of options initially granted:

  585 units  

Number of options initially granted:

  585 units
 

Number of options outstanding as of September 30, 2007:

  245 units  

Number of options outstanding as of September 30, 2008:

  245 units  

Number of options outstanding as of March 31, 2008:

  245 units
 

Palace Capital Partners A Co., Ltd.

 

Palace Capital Partners A Co., Ltd.

 

Palace Capital Partners A Co., Ltd.

 

(1) Subscription rights to shares (stock options)

 

(1) Subscription rights to shares (stock options)

 

(1) Subscription rights to shares (stock options)

 

Grant date:

  Sept. 1, 2007  

Grant date:

  Sept. 1, 2007  

Grant date:

  Sept. 1, 2007
 

Deadline for exercising rights:

  Aug. 31, 2012  

Deadline for exercising rights:

  Aug. 31, 2012  

Deadline for exercising rights:

  Aug. 31, 2012
 

Exercise price:

  1 yen  

Exercise price:

  1 yen  

Exercise price:

  1 yen

 

C-118


   

For the six months

ended

September 30, 2007

 

For the six months

ended

September 30, 2008

 

For the fiscal year

ended

March 31, 2008

 

Number of options initially granted:

  1,450 units  

Number of options initially granted:

  1,450 units  

Number of options initially granted:

  1,450 units
 

Number of options outstanding as of September 30, 2007:

  1,450 units  

Number of options outstanding as of September 30, 2008:

  1,450 units  

Number of options outstanding as of March 31, 2008:

  1,450 units
  (2) Subscription rights to shares (stock options)   (2) Subscription rights to shares (stock options)   (2) Subscription rights to shares (stock options)
 

Grant date:

  Sept. 1, 2007  

Grant date:

  Sept. 1, 2007  

Grant date:

  Sept. 1, 2007
 

Deadline for exercising rights:

  Aug. 31, 2012  

Deadline for exercising rights:

  Aug. 31, 2012  

Deadline for exercising rights:

  Aug. 31, 2012
 

Exercise price:

  99,972 yen  

Exercise price:

  99,972 yen  

Exercise price:

  99,972 yen
 

Number of options initially granted:

  1,130 units  

Number of options initially granted:

  1,130 units  

Number of options initially granted:

  1,130 units
 

Number of options outstanding as of September 30, 2007:

  1,130 units  

Number of options outstanding as of September 30, 2008:

  1,130 units  

Number of options outstanding as of March 31, 2008:

  1,130 units

2. Basis for computing net assets per share is as follows:

 

     As of
September 30, 2007
   As of
September 30, 2008
   As of
March 31, 2008

Total net assets

   Million yen    10,574,436    9,042,604    9,599,708

Amounts not attributable to common shareholders:

   Million yen    2,055,970    1,995,762    2,059,660

Preferred stock

   Million yen    336,801    261,301    336,801

Dividends on preferred stock

   Million yen    3,949    3,690    3,980

Subscription rights to shares

   Million yen    87    3,674    2,509

Minority interests

   Million yen    1,715,132    1,727,096    1,716,370

Net assets at interim period end (fiscal year end) attributable to common shareholders

   Million yen    8,518,466    7,046,842    7,540,047

Number of common shares at interim period end (fiscal year end) used to calculate net assets per share

   Thousand shares    10,483,776    10,627,246    10,357,381

 

C-119


(Significant Subsequent Events)

 

For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

(Acceptance of the third-party allotment of new shares of Mitsubishi UFJ NICOS Co., Ltd.)

 

MUFG resolved, at the Board of Directors meeting held on September 20, 2007, to accept the entire third-party allotment of new shares of Mitsubishi UFJ NICOS Co., Ltd. and acquired 400,000,000 common shares on November 6, 2007.

 

Overview of the third-party allotment:

 

Payment date: November 6, 2007

 

Total amount of payment: 120,000 million yen

 

Outstanding shares before the capital increase: 1,022,924,559 shares

 

Shares issued through the capital increase: 400,000,000 shares

 

Outstanding shares after the capital increase: 1,422,924,559 shares

 

Allottee: Mitsubishi UFJ Financial Group, Inc.

 

As a result of this transaction, goodwill is expected to be recognized in the consolidated balance sheet. However, the amount to be recognized is not determined yet. Subject to an approval by a general meeting of the shareholders of Mitsubishi UFJ NICOS Co., Ltd. (“MUN”), MUN is expected to become a wholly-owned subsidiary of MUFG through a share exchange (taking effect on August 1, 2008).

 

(Repurchase of treasury stock)

 

MUFG resolved, at the Board of Directors meeting held on October 31, 2007, to repurchase treasury stock in order to improve capital efficiency and expedite the implementation of flexible capital policies in response to the business environment.

 

Overview of repurchase:

 

Type of stock: Common stock

 

Total number of shares to be repurchased: Up to 150,000,000 shares

 

Total repurchase amount: Up to
150,000 million yen

 

Repurchase period: From December 3, 2007 to March 24, 2008

 

(Acquisition of stock of UnionBanCal Corporation through a tender offer and the completion of the conversion to a wholly owned subsidiary)

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), MUFG’s consolidated subsidiary, resolved at the Board of Directors meeting held on August 12, 2008, to execute a tender offer in the U.S. (the “Tender Offer”) to purchase all of the outstanding common shares (excluding those held by MUFG through BTMU and other consolidated subsidiaries) of UnionBanCal Corporation (“UNBC”), a consolidated subsidiary of BTMU listed on the NY Stock Exchange; and to subsequently convert UNBC into a wholly owned subsidiary of MUFG.

 

As a result of the Tender Offer, BTMU acquired the common shares of UNBC as follows:

 

Tender offer period: From August 29, 2008 to September 26, 2008

 

The settlement of common shares purchased was executed from October 1, 2008. As a result, MUFG has increased its interest in UNBC. (Eastern Time Zone of U.S.)

 

Number of shares purchased: 46,113,521 shares

 

Percentage of voting rights after the purchase: 97.35%

 

Purchase price: USD 73.50 per share

 

Total amount of stocks purchased: USD 3,389 million (360,310 million yen)

 

Expenses directly associated with the purchase are not included in the total amount of stock purchased as the amounts are yet to be determined.

 

(1)    Purpose of the Tender Offer and converting to a wholly owned subsidiary

 

In line with BTMU’s core strategy to strengthen its overseas businesses, BTMU has committed to expanding its businesses especially in Asia where high growth is expected and in the U.S. and Europe’s major financial markets.

 

(Redemption of preferred securities)

 

At the Board of Directors meeting held on April 28, 2008, MUFG and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), a consolidated subsidiary of MUFG, resolved to authorize the redemption in full of preferred securities issued by Tokai Preferred Capital Company L.L.C., a subsidiary of BTMU.

 

An overview of the preferred securities to be redeemed is as follows:

 

The expected redemption date is June 30, 2008.

 

Issuer Tokai Preferred Capital Company L.L.C.

 

Type of securities Non-cumulative preferred securities (the “Preferred securities”)

 

The holders of the preferred securities have priority in the liquidation pay outs, which are substantially pari pasu with those of the most senior priority preferred stock issued by BTMU.

 

Maturity No maturity

 

However, the issuer at its option may redeem in whole or a portion of the preferred securities at the dividend payment date on or after June 2008.

 

Dividends    Non-cumulative at a fixed rate However, with respect to each dividend period after June 2008, dividends will be payable on a non-cumulative basis at a stepped-up floating rate.

 

Total issue amount    USD 1 billion

(USD 1,000 per face)

 

Payment date    March 26, 1998

 

Redemption amount    USD 1 billion

 

Redemption price    USD 1,000 per face

 

(Signing of a share exchange agreement)

 

Based on a basic agreement entered into on September 20, 2007, MUFG and its consolidated subsidiary Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) received the approval of both companies’ Boards of Directors at meetings held on May 28, 2008, and entered into a share exchange agreement under which MUN became a wholly owned subsidiary of MUFG.

 

C-120


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

The repurchase of treasury stock was completed on December 13, 2007 pursuant to the resolution above. Results of the repurchase are as follows:

 

Total number of shares repurchased: 126,513,900 shares

 

Total repurchase amount: 149,999,921,400 yen

 

Repurchase period: From December 3, 2007 to December 13, 2007

 

(Issuance of subscription rights to shares)

 

MUFG resolved, at the Board of Directors meeting held on November 21, 2007, to issue Mitsubishi UFJ Financial Group Inc., First Series Stock Subscription Rights. The terms and conditions were determined on November 29, 2007. The subscription rights to shares were issued on December 6, 2007. An overview of issuance of the subscription rights to shares are as described below:

 

Overview of the issuance of stock subscription rights:

 

(1)    Name: Mitsubishi UFJ Financial Group Inc., First Series Stock Subscription Rights (“Stock Acquisition Rights”)

 

(2)    Aggregate number of Stock Acquisition Rights: 27,980

 

(3)    Class and number of shares to be issued upon exercise of Stock Acquisition Rights

 

The class of stock to be issued upon exercise of Stock Acquisition Rights shall be the common stock of MUFG. The number of shares to be issued upon exercise of each Stock Acquisition Right (“the number of granted shares”) shall be 100 shares.

 

However, if, after the date on which the Stock Acquisition Rights are allotted as set forth in (10) below (“the allotment date”), MUFG executes a stock split (including the free allotment of common stock of MUFG to shareholders; the same shall be applied to the descriptions about the stock split stated below) or a stock merger, the number of granted shares shall be adjusted in accordance with the following formula (any fraction less than one share resulting from the adjustment shall be rounded down).

 

Number of granted shares after adjustment = Number of granted shares before adjustment x Ratio of stock split or stock merger

 

The number of granted shares after adjustment shall become effective, with respect to the

  

In the U.S., BTMU has established branches and local corporations in major cities including New York; while, on the west coast, it has been holding a majority of UNBC’s voting rights since 1996. UNBC owns Union Bank of California N.A., a commercial bank based in California with the 20th highest deposit holding in the U.S., as its wholly owned subsidiary.

 

Under such circumstances, BTMU has decided to wholly own UNBC as a part of its strategy to reinforce its business in the U.S. Considering that this is a critical step to achieve future growth in the U.S., BTMU aims to enhance the mobility of its management in the U.S., and establish a stronger presence. This Tender Offer is aimed at enhancing corporate governance and risk management across the MUFG Group.

 

(2)    Overview of the Tender Offer and conversion to a wholly owned subsidiary

 

(i)    Overview of UNBC

 

Trade name: UnionBancal Corporation

 

Representative: President & CEO, Mr. Masaaki Tanaka

 

Location: California, U.S.A.

 

Established in: 1953

 

Primary business: Bank holding company

 

Capital: USD 159 million (as of September 30, 2008)

 

Financial year-end: December

 

Listed Stock Exchange: New York Stock Exchange

 

Number of outstanding shares: 140,069,898 shares (as of September 30, 2008)

 

(ii)    UNBC being wholly-owned after the Tender Offer

 

On November 4, 2008 (Eastern Time Zone of U.S.), UNBC merged with a company exclusively invested in and established by BTMU in the U.S., and became a wholly owned subsidiary of BTMU by offering USD 73.50 of cash upon the merger to the remaining minority shareholders who did not take up the offer. As a result of this merger, on November 14, 2008 (Eastern Time Zone of U.S.), the stock of UNBC was delisted, and was ceased to be traded on the New York Stock Exchange.

  

The purpose, method, nature and timing of the share exchange are as follows:

 

1.     Purpose of the share exchange

 

To take the initiative in responding to changes in the external environments that include the revision of Money Lending Business Law and Installment Sales Laws, and to drastically address the further expansion and development of the credit card market. MUFG and MUN resolved on September 20, 2007 for MUFG to underwrite the entire 120 billion yen third-party allotment of new shares of MUN, and for MUN to become a wholly owned subsidiary of MUFG by an exchange of shares for the following purposes: (1) to strengthen the financial foundation of MUN; (2) to further enhance the strategic integrity and flexibility of the MUFG Group, including MUN, and to strive for effective utilization of managerial resources within the MUFG Group; (3) to clearly position Mitsubishi UFJ NICOS as a core business entity of the MUFG Group on par with banks, trusts, and securities firms, and (4) to further strengthen and nurture the card business operated by MUN as a strategic focus of MUFG’s consumer finance business. Based on this resolution, MUFG and MUN signed the share exchange agreement.

 

2.     Method and nature of the share exchange

 

(1)    Method of share exchange

 

Using the method set forth in Article 767 of the Company Law, MUFG will acquire MUN shares held by MUN shareholders (excluding MUFG), who in return will receive an allotment of MUFG common stock. Based on the requirement under Article 796-3 of the Company Law, this share exchange will be executed without obtaining the approval by a meeting of shareholders at MUFG for the share exchange agreement. At MUN, this share exchange agreement has been approved at an ordinary general meeting of shareholders and various class shareholders meetings.

 

C-121


For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

stock split, on and after the day immediately following the record date of the stock split, or with respect to the stock merger, on and after the effective date; however, if a stock split will be executed under the condition that an agenda to increase the capital or reserve by reducing the amount of surplus is approved at a general meeting of the shareholders of MUFG, and that the record date of such stock split will be prior to the date of closing of such a general meeting of the shareholders, the number of granted shares after adjustment shall become effective on and after the day immediately following the date of closing of the general meeting of the shareholders.

In addition, if MUFG executes a merger, company split or capital reductions, or if any other events occur that require an adjustment of the number of granted shares in a method similar to such events on and after the allotment date, MUFG may adjust the number of granted shares as appropriate.

 

(4) Payment to be made upon exercise of the Stock Acquisition Rights:

 

The payment to be made upon exercising each Stock Acquisition Right shall be the amount derived by multiplying the exercise price per share to be issued upon exercise of such Stock Acquisition Right (which shall be one yen), by the number of granted shares.

 

(5) Period during which Stock Acquisition Rights may be exercised

 

From December 6, 2007 to December 5, 2037

 

(6) Capital and capital reserve to be increased through issuance of shares upon exercise of the Stock Acquisition Rights:

 

(i)    The amount of capital to be increased through the issuance of shares upon exercise of the Stock Acquisition Rights shall be half of the maximum amount of increase in capital and other items calculated in accordance with Article 40-1 of the Company Accounting Regulations. Any resulting fraction less that one yen shall be rounded up.

 

(ii)    The amount of capital reserve to be increased through the issuance of shares upon exercise of the Stock Acquisition Rights shall be an amount determined by deducting the amount of capital to be increased provided for in (i) above from the maximum amount of increase in capital and other items set forth in (i) above.

 

(iii) It is expected that goodwill will be recognized in MUFG’s consolidated financial statements due to the increase in BTMU’s equity interest as a result of the Tender Offer, but its value is yet to be determined.

 

(Acquisition of stocks of ACOM Co., Ltd. through a tender offer)

 

Considering that ACOM Co., Ltd. (“ACOM”), an equity method affiliate of MUFG, as the core company of the consumer loan business within the consumer finance segment of the MUFG Group, MUFG resolved, at the Board of Directors meeting held on September 8, 2008, to acquire the common stocks of ACOM through a tender offer to further develop its consumer finance business.

 

MUFG acquired the common stocks of ACOM through a tender offer based on this resolution as follows:

 

1.     Results of the Tender Offer

 

Tender offer period:

 

From September 16, 2008 to October 21, 2008

 

Number of shares acquired: 38,140,009 shares

 

Voting right ratio after the acquisition 40.04% (the voting right ratio on a non-consolidated basis is 37.45%)

 

Acquisition price: 4,000 yen per share

 

Total amount of shares acquired: 152,971 million yen

 

Financial data of ACOM (on a consolidated basis for the fiscal year ended March 31, 2008):

 

Operating income: 379,706 million yen

 

Ordinary income: 83,120 million yen

 

Net income: 35,406 million yen

 

Total assets: 1,861,505 million yen

 

Net assets: 472,144 million yen

 

(2)    Nature of share exchange

 

1)    Type of share and exchange ratio

 

   

Company
Name

  MUFG
(100%
parent
company
after
share
exchange)
  Mitsubishi UFJ
NICOS

(wholly owned
subsidiary

after
share
exchange)
   

Stock

  Common
stock
  Common
stock
  Class 1
preferred
stock
   

Share Exchange Ratio

  1   0.37   1.39
   

 

The shares are allotted in the ratios of 0.37 common stock of MUFG per 1 common stock of MUN, and 1.39 common stock of MUFG per 1 Class 1 stock of MUN. All the MUFG common stock exchanged are MUFG treasury stock.

 

2) Method used to calculate the share exchange ratios

 

To ensure the fairness and appropriateness of the share exchange ratios, MUFG and MUN selected Nomura Securities Co., Ltd. and KPMG FAS Co., Ltd., respectively, as independent calculation agents, and requested each agent to perform the share exchange ratios calculation. Based on the results of the calculations, both companies held careful negotiations and discussions to determine the share exchange ratios.

 

(3) Date on which the share exchange comes into effect

 

August 1, 2008

 

(Entering into a memorandum of understanding concerning the sale of subsidiary stock)

 

On May 28, 2008, MUFG and The Norinchukin Bank (“Norinchukin”) entered into a stock transfer agreement setting forth the conditions after Mitsubishi UFJ NICOS Co., Ltd. (“MUN”) became a wholly owned subsidiary of MUFG through the share exchange (taking effect on August 1, 2008). Both companies also entered into a memorandum of understanding under which 244 million common shares of MUN owned by MUFG will be transferred to Norinchukin. Once the transfer comes into effect, MUN will become an equity method investee of Norinchukin.

 

C-122


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

(7)    Fraction less than one share arising from the exercise of the Stock Acquisition Rights:

 

If there are any fractions i.e. less than one share, in the number of shares to be granted to a holder of the Stock Acquisition Rights (the “Holder”) who exercises the Stock Acquisition Rights, such fractions shall be rounded down.

 

(8)    Conditions for the exercise of the Stock Acquisition Rights:

 

A Holder may exercise the Stock Acquisition Rights which have been allotted based on his or her status as a director or an executive officer of MUFG, The Bank of Tokyo-Mitsubishi UFJ, Ltd., or Mitsubishi UFJ Trust and Banking Corporation, on and after the day immediately following the date on which the Holder loses such status. The Holder may exercise the Stock Acquisition Rights which have been allotted based on his or her status as a corporate auditor of MUFG, The Bank of Tokyo-Mitsubishi UFJ, Ltd., or Mitsubishi UFJ Trust and Banking Corporation, on and after the day immediately following the date on which the holder loses such status.

 

(9)    The amount to be paid upon exercising the Stock Acquisition Rights (issue price):

 

1,032 yen per share

 

(10) Date on which the Stock Acquisition Rights shall be allotted:

 

December 6, 2007

 

(11) Date on which payment shall be made in exchange for the Stock Acquisition Rights

 

The payment date shall be December 6, 2007.

 

(12) Individual to be allotted the Stock Acquisition Rights and the number of individuals; and the number of Stock Acquisition Rights to be allotted:

 

  

2. Acquisition date October 28, 2008 (the date on which the settlement of tender offer starts)

 

ACOM is expected to become a consolidated subsidiary of MUFG when the agreement with MUFG concerning important decisions on financial, operational or business policies of ACOM becomes effective; provided that ACOM and its subsidiaries cease to operate their current active businesses that are not permitted to operate as a consolidated subsidiary of MUFG due to restrictions under applicable laws and regulations such as the Banking Law.

 

It is expected that goodwill will be recognized in the MUFG’s consolidated financial statements due to the increase in MUFG’s equity interest as a result of the tender offer, but its value is yet to be determined.

 

(Investments in Morgan Stanley)

 

MUFG resolved at the Board of Directors meeting held on October 13, 2008 to invest approximately USD 9 billion in Morgan Stanley with purposes of forming a capital alliance, and becoming strategic partners; and on the same day, acquired 20.9% of Morgan Stanley’s potential voting rights (the investment ratio of fully-diluted common stock).

 

1. Overview of the investment

 

(1) Convertible preferred stock:

 

Number of shares: 7,839,209 shares

 

Total amount of stock acquired: USD 7,839,209 thousand (806,027 million yen)

 

Expenses directly associated with the acquisition are not included in the total amount of stock acquired since amounts are yet to be determined.

 

Annual dividend yield: 10%

 

With/without voting rights: Without voting rights

 

Conversion price: USD25.25

 

 

  

Individuals to be allotted
Stock Acquisition Rights

   Number of
individuals
to be
allocated
  Number of
Stock
Acquisition
Rights
to be
allotted
     

Directors, corporate
auditors and executive officers of MUFG

   59   2,876      

Directors, corporate auditors and executive officers of The Bank of Tokyo-Mitsubishi UFJ, Ltd.

   80   15,908      

Directors, corporate auditors and executive officers of Mitsubishi UFJ Trust and Banking Corporation

   50   9,196      
Total    189   27,980      

 

C-123


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

(Redemption of preferred securities)

 

MUFG, at the Board of Directors meeting held on November 21, 2007, resolved to authorize the redemption in full of preferred securities issued by UFJ Capital Finance 4 Limited, a subsidiary of MUFG.

 

A summary of the preferred securities to be redeemed is as follows:

 

The expected redemption date is January 25, 2008.

  

Mandatory conversion term:

 

One year after the issuance, 50% of the preferred stock is to be converted into common stock provided that the price of Morgan Stanley’s common stock exceeds the conversion price by 150% for 20 or more trading days out of 30 trading days. Two years after the issuance, all remaining preferred stock will be converted into common stock under the same condition subject to approval by the shareholders.

  
Issuer   UFJ Capital Finance 4 Limited   

(2)    Redeemable preferred stock:

  
Type of securities   Series A Non-cumulative/floating rate dividend preferred securities   Series B Non-cumulative/fixed rate dividend preferred securities   

Number of shares: 1,160,791 shares

 

Total amount of stock acquired: USD 1,160,791 thousand (119,352 million yen)

 

Expenses directly associated with the

  
  The holders of the preferred securities have priority in the liquidation payouts, which are pari pasu with those of the most senior priority preferred stock issued by MUFG.   

acquisition are not included in the total amount of stock acquired since amounts are not determined yet.

 

Annual dividend yield: 10%

 

With/without voting rights: Without voting rights

  
Maturity  

No maturity

However, the issuer at its option may redeem all or a portion of the preferred securities at the dividend payment date on or after January 2008.

  

Redemption term:

 

Morgan Stanley holds the right to redeem the stock at 110% of its face value three years after the issuance date.

  
Dividends   Non-cumulative at a floating rate   Non-cumulative at a fixed rate   

2.     Overview of Morgan Stanley

 

Trade name: Morgan Stanley

  
Total Issue Amount   94.5 billion yen   11.5 billion yen    Primary business: Securities business   
Payment Date   September 26, 2002   September 26, 2002    Financial data (on a consolidated basis as of November 30, 2007)   
Redemption Amount   94.5 billion yen   11.5 billion yen    Total revenue    USD 85,328 million   
Redemption Price   10,000,000 yen per face
(equal to the payment amount)
  

Net income    USD 3,209 million

 

Total assets    USD 1,045,409 million

 

Shareholders’ equity    USD 31,269 million

 

(Issuance of preferred stock through a third-party allotment)

 

To aim for further enhanced stabilization of its financial base and further corporate growth through capital reinforcement, MUFG resolved, at the Board of Directors meeting held on October 27, 2008, to issue new preferred stock through a third-party allotment. Preferred stock was issued on November 17, 2008.

  

(Issuance of preferred securities)

 

MUFG resolved, at the Board of Directors meeting held on November 29, 2007, to establish MUFG Capital Finance 6 Limited, a wholly-owned company of MUFG in the Cayman Islands, for the purpose of issuing preferred securities to enhance the flexibility of the future capital policy. Payments for common stock of MUFG Capital Finance 6 Limited were completed on December 13, 2007.

     

 

C-124


For the six months ended

September 30, 2007

 

For the six months ended

September 30, 2008

 

For the fiscal year ended

March 31, 2008

A summary of the issued preferred securities is as follows:

 

Issuer    MUFG Capital Finance 6 Limited

 

A special purpose subsidiary which is newly incorporated in the Cayman Islands under the laws of the Cayman Islands and whose voting rights are wholly-owned by MUFG

 

Type of securities    Non-cumulative Japanese Yen - denominated dividend/perpetual preferred securities

 

A right to convert into the common stock of MUFG is not granted.

 

Total issue amount    150 billion yen

 

Dividend yield    3.52% per year

(fixed up to January, 2018)

Floating after January, 2018

 

Issue price    10,000,000 yen per face

 

Payment date    December 13, 2007

 

Purpose of fund    To increase the capital of The Bank of Tokyo-Mitsubishi UFJ, Ltd., a consolidated subsidiary of MUFG

 

Priority    The right to claim liquidation payouts from the preferred securities is substantially subordinated to the general creditors and subordinated creditors of MUFG, senior to common stock, and pari pasu to the preferred stock.

 

Form of issuance    Domestic private offering

(limited to qualified institutional investors)

 

Underwriter    Mitsubishi UFJ Securities Co., Ltd.

Nomura Securities Co., Ltd.

 

 

1.     Nature of preferred stock

 

(1) Type and number of shares to be offered:

 

Preferred Stock

 

First series of class 5

 

156,000,000 shares

 

(2) Amount to be paid per share: 2,500 yen per share

 

(3) Aggregate amount to be paid: 390,000 million yen

 

(4) Amounts of capital and capital reserve to be increased:

 

Capital amount to be increased: 195,000 million yen (1,250 yen per share)

 

Capital reserve to be increased: 195,000 million yen (1,250 yen per share)

 

(5) Preferred dividends

 

MUFG pays cash dividends of 115 yen per share from the retained earnings (with respect to preferred dividends on preferred shares with a record date on March 31, 2009, 43 yen per share) to preferred shareholders or registered stock pledgees of the preferred stock whose names were entered or recorded in the latest shareholder register as of March 31 each year, in priority to the common shareholders or registered stock pledgees of the common stock. However, if MUFG has paid preferred interim dividends in the fiscal year, the amount paid will be deducted from the cash dividends.

 

(6)    Terms and conditions of purchase

 

After the issuance of the preferred stock, on or after April 1, 2014, MUFG may purchase all or a part of the preferred shares in exchange for cash (2,500 yen per share) on a certain date separately determined by a resolution at the Board of Directors meeting held after the issuance of preferred stock.

 

This preferred stock is a “bond type” preferred stock which grants no conversion right to common stock to its holders and accordingly does not have a dilutive effect on the common stock.

 

2.     Allottee

 

 
 

Allottee

   Number of
shares allotted
 
  Nippon Life Insurance Company    40,000,000 shares  
  Meiji Yasuda Life Insurance Company    40,000,000 shares  
  TAIYO LIFE INSURANCE COMPANY    20,000,000 shares  
  Daido Life Insurance Company    20,000,000 shares  
  Tokio Marine & Nichido Fire Insurance Co., Ltd.    20,000,000 shares  
  NIPPONKOA INSURANCE    12,000,000 shares  
  Aioi Insurance Co., Ltd.    4,000,000 shares  
        
  Total    156,000,000 shares  
 

 

3.     Purpose of proceeds

 

All of the proceeds are for general business funding purposes.

 

 

C-125


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

(Issuance of new shares and secondary offerings of shares by way of sale of treasury stock etc.)

 

MUFG resolved, at the Board of Directors meeting held on November 18, 2008, the issuance of new shares, the sale of treasury shares and the secondary offering of MUFG shares as follows:

 

1.     Issuance of new shares by way of offering

 

(1)    Class and number of shares offered 634,800,000 shares of common stock of MUFG

 

1)    Shares subject to underwriting by underwriters for Japanese public offering and overseas offering: 569,700,000 shares (Japanese market: 234,800,000 shares; Overseas markets: 334,900,000 shares)

 

2)    Shares subject to purchase options to be granted to U.S. underwriters and international underwriters for the purchase of additionally issued shares: 65,100,000 shares (maximum)

 

(2)    Method of determination of the amount to be paid

 

The amount to be paid will be determined on the date of determination of the issue price and other matters (which may be any day in the period from December 8, 2008 to December 10, 2008) (the “Determination Date”) in accordance with the method stated in Article 22 of the Regulations concerning Underwriting of Securities, etc. provided by the Japan Securities Dealers Association (“JSDA”).

 

(3)    Amount of stated capital and additional paid-in capital to be increased

 

The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 37, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of the additional paid-in capital to be increased shall be the amount obtainable by subtracting the relevant amount of stated capital to be increased from the relevant maximum amount of stated capital increase.

  

 

C-126


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

(4)    Method of offering

 

1)    Japanese public offering

 

Japanese public offering:

 

Nomura Securities Co., Ltd. (the “Initial Underwriter”) shall underwrite and purchase all of the new shares; and the underwriting syndicate led by Mitsubishi UFJ Securities Co., Ltd. (“MUS”) and Nomura Securities Co., Ltd. as representatives of the Japanese Underwriters (the “Japanese Underwriters”) shall handle the public offering of the shares. In the case where shares remain, the Japanese Underwriters shall jointly and severally subscribe for such shares from the Initial Underwriter.

 

2)    Overseas offering

 

•    U.S. Offering: For the purpose of the offering in the U.S. and Canada (the “U.S. Offering”), the aggregate number of shares (provisionally 134,000,000 shares) shall be severally purchased by the U.S. underwriters (underwriters led by Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Nomura Securities International, Inc. as the representatives of the underwriters). MUFG shall grant these underwriters an option to purchase additionally issued shares up to an aggregate of 26,000,000 shares, provisionally.

 

•    International offering: For the purpose of the offering in the international markets mainly in Europe (excluding the U.S. and Canada), the aggregate number of shares (provisionally 200,900,000 shares) shall be severally purchased by the underwriters (led by Morgan Stanley & Co. International plc, J.P. Morgan Securities Ltd. and Nomura International plc as the representatives of the underwriters). MUFG shall grant these underwriters an option to purchase additionally issued shares up to an aggregate of 39,100,000 shares, provisionally.

 

3)    Breakdown of number of shares to be offered

 

The final number of shares to be allotted among the Japanese public offering, the U.S. offering and the International offering is to be determined on the Determination Date.

 

4)    Joint Global Coordinators

 

Morgan Stanley Japan Securities Co., Ltd. and Nomura Securities Co., Ltd.

  

 

C-127


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

5)    Co-Global Coordinators

 

Mitsubishi UFJ Securities Co., Ltd. and JPMorgan Securities Japan Co., Ltd.

6)    Issue price

 

The issue price with regard to each offering mentioned in 1) and 2) above shall be determined on the Determination Date, based on the preliminary pricing terms calculated by multiplying the closing price in regular trading of the shares on the Tokyo Stock Exchange on the Determination Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by 0.90-1.00 (with any fraction less than one yen being rounded down), in accordance with the method stated in Article 22 of the Regulations concerning Underwriting of Securities, etc. provided by the JSDA, taking into account market demand and other conditions.

 

7)    Underwriting fee

 

MUFG shall not pay any underwriting fees to the underwriters. The aggregate amount of the difference between the issue price for the shares and the amounts to be paid by the underwriters for the shares shall be the proceeds to the underwriters.

 

(5)    Subscription period (in Japan)

 

The subscription period shall be from the next business day after the Determination Date to the second business day immediately following the Determination Date.

 

(6)    Payment date

 

The payment date shall be any day in the period from December 15, 2008 to December 17, 2008, provided, however, that such day shall be the fifth business day immediately following the Determination Date.

 

(7)    Subscription unit

 

100 shares

 

(8)    Use of proceeds

 

The entire proceeds, which is the sum of estimated proceeds from the secondary offering of shares through the sale of treasury shares stated in “2. Secondary offering of shares by way of sale of treasury shares” below and the issuance of the new shares through third-party allotment stated in “4. Issuance of new shares by way of third-party allotment” below, are expected to be used for general corporate purposes.

  

 

C-128


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

2.     Secondary offering of shares by way of sale of treasury shares

 

(1)    Class and number of shares to be sold 300,000,000 shares of common stock of MUFG. (Japanese market: 200,000,000 shares; Overseas markets: 100,000,000 shares)

 

(2)    Method of determination of the amount to be paid

 

The amount to be paid will be determined on the Determination Date by the same method as stated in 1. (2) above. The amount to be paid shall be the same as the amount to be paid in respect of the public offering mentioned in 1. (2) above.

 

(3)    Method of secondary offering

 

1)    Japanese secondary offering by way of underwriting by underwriters

 

The Initial Underwriter shall underwrite and purchase all of the treasury shares and the Japanese Underwriters shall handle the secondary offering of the shares. Moreover, in the case where shares remain, the Japanese Underwriters shall jointly and severally subscribe for such shares from the Initial Underwriter.

 

2)    Overseas secondary offering

 

•    U.S. secondary offering: The aggregate number of shares (provisionally 40,000,000 shares) shall be severally purchased by the U.S. underwriters for the purpose of the secondary offering in U.S. and Canada.

 

•    International secondary offering: The aggregate number of shares (provisionally 60,000,000 shares) shall be severally purchased by International Underwriters for the purpose of the secondary offering in the international markets mainly in Europe (excluding U.S. and Canada).

 

3)    Breakdown of number of shares to be reissued

 

The final number of shares to be allotted among the secondary offerings described in “(1) Class and number of shares to be sold” above is determined on the Determination Date.

 

4)    Selling price

 

The selling price with regard to each secondary offering mentioned in 1) and 2) above shall be determined on the Determination Date, based on the preliminary pricing terms calculated by multiplying the

  

 

C-129


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

closing price in regular trading of the shares on the Tokyo Stock Exchange on the Determination Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by 0.90-1.00 (with any fraction less than one yen being rounded down), taking into account market demand and other conditions as mentioned in 1. (4) 6) above; provided, however, that the selling price shall be the same as the issue price in respect of the public offering mentioned in 1. (4) 6) above.

 

5)    Underwriting fee

 

MUFG shall not pay any underwriting fees to the underwriters. The aggregate amount of the difference between the sale price for the shares and the amounts to be paid by the underwriters for the shares shall be the proceeds to the underwriters.

 

(4)    Subscription Period (in Japan)

 

The subscription period shall be the same as the subscription period with respect of public offering stated in 1. (5) above.

 

(5)    Payment date

 

The payment date shall be the same as the payment date with respect of public offering stated in 1. (6) above.

 

(6)    Delivery date

 

The delivery date shall be any day in the period from December 16, 2008 to December 18, 2008; provided, however, that such day shall be the day immediately following the payment date mentioned in (5) above.

 

(7)    Subscription unit

 

100 shares

 

3.     Secondary offering of MUFG common stock (Japanese secondary offering by way of over-allotment)

 

(1)    Class and number of shares to be sold 65,200,000 shares of common stock of MUFG (maximum)

 

The above number may decrease, or the secondary offering by way of over-allotment may be cancelled entirely, depending on market demand and other conditions. The number of shares to be sold shall be determined on the Determination Date, taking into account market demand and other conditions.

 

(2)    Seller

 

Nomura Securities Co., Ltd.

  

 

C-130


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

(3)    Selling price

 

Undetermined (The selling price will be determined on the Determination Date; provided, however, that such selling price shall be the same as the selling price for the secondary offering of shares by way of sale of treasury shares mentioned in 2 (3) 4) above.)

 

(4)    Method of secondary offering

 

Taking into account market demand and other conditions for the Japanese public offering and the Japanese secondary offering by way of underwriting, Nomura Securities Co., Ltd. will make a secondary offering of shares that it borrows from certain shareholders of MUFG.

 

(5)    Subscription period

 

The subscription period shall be the same as the subscription period (in Japan) in respect of the secondary offering of shares by way of sale of treasury shares mentioned in 2. (4) above.

 

(6)    Delivery date

 

The delivery date shall be the same as the delivery date in respect of the secondary offering of shares by way of sale of treasury shares mentioned in 2. (6) above.

 

(7)    Subscription unit

 

100 shares

 

4.     Issuance of new shares by way of third-party allotment

 

(1)    Class and number of offered shares 65,200,000 shares of common stock of MUFG

 

(2)    Method of determination of the amounts to be paid

 

The amount to be paid will be determined on the Determination Date mentioned in 1. (2) above; provided, however, that such amount to be paid shall be the same as the amount to be paid in respect of the public offering mentioned in 1. (2) above.

 

(3)    Amounts of stated capital and additional paid-in-capital to be increased

 

The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 37, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest one yen. The amount of the additional paid-in capital to be increased shall be the amount obtainable by subtracting the relevant amount of stated capital to be increased from the relevant maximum amount of stated capital increase.

  

 

C-131


For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

  

(4)    Allottee

 

Nomura Securities Co., Ltd.

 

(5)    Subscription period

 

January 13, 2009

 

(6)    Payment date

 

January 14, 2009

 

(7)    Subscription unit

 

100 shares

 

(8)    Shares not subscribed within the subscription period mentioned in (5) above shall not be issued.

  

 

C-132


(Additional Information)

 

For the six months ended

September 30, 2007

  

For the six months ended

September 30, 2008

  

For the fiscal year ended

March 31, 2008

     

(Acceptance of third-party allotment of new shares from Mitsubishi UFJ NICOS Co., Ltd.)

 

MUFG resolved, at the Board of Directors meeting held on September 20, 2007, to accept the entire third-party allotment of new shares from Mitsubishi UFJ NICOS Co., Ltd., and subsequently acquired 400,000,000 common shares on November 6, 2007.

 

Overview of the third-party allotment:

 

Payment date: November 6, 2007

 

Total amount of payment: 120,000 million yen

 

Outstanding shares before the capital increase: 1,022,924,559 shares

 

Shares issued through the capital increase: 400,000,000 shares

 

Outstanding shares after the capital increase: 1,422,924,559 shares

 

Allottee: Mitsubishi UFJ Financial Group, Inc.

 

As a result of this transaction, 21,688 million yen of goodwill has been recognized in the consolidated balance sheet.

 

(Repurchase of treasury stock)

 

MUFG resolved, at the Board of Directors meeting held on October 31, 2007, to repurchase its treasury stock in order to improve capital efficiency and expedite the implementation of flexible capital policies in response to the business environment.

 

     

Overview of repurchase:

 

Type of stock: Common stock

 

Total number of shares to be repurchased:

Up to 150,000,000 shares

 

Total repurchase amount: Up to 150,000 million yen

 

Repurchase period: From December 3, 2007 to March 24, 2008

     

The repurchase of treasury stock was completed on December 13, 2007 pursuant to the resolution described above. Results of the repurchase are as follows:

 

Total number of shares repurchased: 126,513,900 shares

 

Total repurchase amount:

149,999,921,400 yen

 

Repurchase period: From December 3, 2007 to December 13, 2007

 

C-133


3. Other

 

(1) Statement of Income for the six months ended September 30, 2008

The statement of income for the six months ended September 30, 2008, has not been audited as MUFG falls under the category of a Specified Business Corporation (Tokutei Jigyo Gaisya; a company that is engaged in businesses set forth in Article 17-5-2 of the Cabinet Office Ordinance concerning Disclosure of Public Companies).

 

     (in million of yen)  
     Note
number
    For the six months ended
September 30, 2008
 

Ordinary income:

     1,487,113  

Interest income

     923,619  

(Interest on loans and bills discounted)

     570,076  

(Interest and dividends on securities)

     196,996  

Trust fees

     34,721  

Fees and commissions

     309,731  

Trading income

     79,273  

Other business income

     68,823  

Other ordinary income

   *1     70,943  

Ordinary expenses:

     1,395,859  

Interest expenses

     423,302  

(Interest on deposits)

     181,905  

Fees and commissions

     43,999  

Trading expenses

     (1,689 )

Other business expenses

     55,495  

General and administrative expenses

     524,160  

Other ordinary expenses

   *2     350,590  
        

Ordinary profits

     91,253  
        

Extraordinary gains

     44,350  

Gains on disposition of fixed assets

     6,159  

Gains on loans written-off

     6,773  

Reversal of reserve for contingent liabilities from financial instruments transactions

     (0 )

Gains on sale of equity securities of subsidiaries

     32,814  

Reversal of reserve for contingent losses

     (1,396 )

Extraordinary losses

     53,254  

Losses on disposition of fixed assets

     4,409  

Impairment losses on fixed assets

     1,383  

Expenses relating to systems integration

     47,198  

Provision for reserve for losses relating to business restructuring at subsidiaries

     197  

Impact of the adoption of the accounting standard for lease transactions

     65  
        

Income before income taxes and others

     82,349  
        

Income taxes—current

     31,238  

Income taxes—deferred

     (12,503 )
        

Total taxes

     18,735  
        

Minority interests

     22,787  
        

Net income

     40,827  
        

 

For the six months ended September 30, 2008

 

*1. Other ordinary income includes 52,356 million yen of gains on sales of equity securities.

 

*2. Other ordinary expenses includes 79,783 million yen of provision of allowance for credit losses, 114,262 million yen of loan write-offs, and 116,561 million yen of write-downs of equity securities.

 

 

C-134


 

 

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