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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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Form 6-K

 

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Report of Foreign Issuer

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

the Securities Exchange Act of 1934

For the month of February, 2006

 

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MITSUBISHI UFJ FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

 

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7-1, Marunouchi 2-chome, Chiyoda-ku

Tokyo 100-8330, Japan

(Address of principal executive offices)

 

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[Indicate by check mark whether the registrant files or

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

Form 20-F      X            Form 40-F              

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

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

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

Yes                      No      X    

 

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SIGNATURES

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

Date: February 28, 2006

 

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Mitsubishi UFJ Financial Group, Inc.

Disclosure of US GAAP financial information

Tokyo, February 28, 2006 —Mitsubishi UFJ Financial Group, Inc. (MUFG; President & CEO: Nobuo Kuroyanagi) today disclosed Interim Consolidated Summary Report of Mitsubishi Tokyo Financial Group, Inc. and UFJ holdings, Inc., and pro forma financial information based on accounting principles generally accepted in the United States of America (US GAAP).

*            *            *

Contact:

Mitsubishi UFJ Financial Group, Inc.

Public Relations Division

Tel: 81-3-3240-7651

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Interim Consolidated Summary Report

< under US GAAP >

for the Fiscal Year Ending March 31, 2006

 

Date:		February 28, 2006
Company name (code number):		Mitsubishi UFJ Financial Group, Inc. (8306)
		(Former company name: Mitsubishi Tokyo Financial Group, Inc.)
		(URL http://www.mufg.jp/)
Stock exchange listings:		Tokyo, Osaka, Nagoya, New York, London
Headquarters:		Tokyo
Representative:		Nobuo Kuroyanagi, President & CEO
For inquiry:		Yoshihisa Harata, Chief Manager—Financial Planning Division
		(Phone) +81-3-5252-4160

Consolidated financial data for the six months ended September 30, 2005

(1) Operating results

 

(in millions of yen, except per share data and percentages)
		For the six months ended September 30,						For the year ended March 31, 2005
		2005			2004
Total revenue		1,383,996			1,122,903			2,437,713
Change from the previous year		23.3	%		(23.0	)%
Income before income taxes and cumulative effect of a change in accounting principle		460,395			201,811			721,389
Change from the previous year		128.1	%		(74.1	)%
Net income		302,521			131,388			415,155
Change from the previous year		130.3	%		(75.2	)%
Basic earnings per common share —net income available to common shareholders (in yen)		45,903.29			19,700.46			62,717.21
Diluted earnings per common share —net income available to common shareholders (in yen)		45,803.88			19,593.10			62,476.76

Notes:

 

1. Equity in earnings of equity method investees:
For the six months ended September 30, 2005:		11,585 million yen
For the six months ended September 30, 2004:		9,055 million yen
For the year ended March 31, 2005:		26,272 million yen
2. Average number of shares outstanding:
For the six months ended September 30, 2005:		(Common stock	)		6,538		thousand of shares
		(Preferred stock—Class 3	)		100		thousand of shares
For the six months ended September 30, 2004:		(Common stock	)		6,493		thousand of shares
		(Preferred stock—Class 1	)		81		thousand of shares
		(Preferred stock—Class 2	)		8		thousand of shares
For the year ended March 31, 2005:		(Common stock	)		6,510		thousand of shares
		(Preferred stock—Class 1	)		61		thousand of shares
		(Preferred stock—Class 2	)		4		thousand of shares
		(Preferred stock—Class 3	)		12		thousand of shares

 

-1-

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(2) Financial condition

 

(in millions of yen, except per share data and percentages)
		As of September 30,						As of March 31, 2005
		2005			2004
Total assets		114,674,405			113,294,262			108,422,100
Shareholders’ equity		4,964,590			3,826,341			4,373,097
Shareholders’ equity as a percentage of total assets		4.3	%		3.4	%		4.0	%
Shareholders’ equity per common share (in yen)		721,093.60			549,725.57			611,908.82

Note: Number of shares outstanding as of:

 

September 30, 2005:		(Common stock	)		6,538		thousands of shares
		(Preferred stock—Class 3	)		100		thousands of shares
September 30, 2004:		(Common stock	)		6,516		thousands of shares
		(Preferred stock—Class 1	)		81		thousands of shares
March 31, 2005:		(Common stock	)		6,539		thousands of shares
		(Preferred stock—Class 1	)		40		thousands of shares
		(Preferred stock—Class 3	)		100		thousands of shares

(3) Cash flows

 

(in millions of yen)
		For the six months ended September 30,						For the year ended March 31, 2005
		2005			2004
Net cash provided by (used in) operating activities		(285,146	)		(1,045,085	)		207,563
Net cash used in investing activities		(2,134,955	)		(4,759,368	)		(1,821,848	)
Net cash provided by financing activities		3,639,957			6,214,697			2,729,392
Cash and cash equivalents at end of period		5,451,520			3,591,732			4,220,437

Formulas for computing ratios for the six months ended September 30, 2005 are as follows.

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

 

Net income - Income allocable to preferred shareholders
Average number of common stock during the period *

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

 

Net income - Income allocable to preferred shareholders + Adjustments in net income assuming dilution
Average number of common stock during the period * + Number of dilutive potential common stock

Shareholders’ equity per common share

 

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

 

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

This financial summary report and accompanying financial highlights contain forward-looking statements and other forward-looking information relating to the company and/or the group as a whole (the “forward-looking statements”). The forward-looking statements are not historical facts and include, reflect or are otherwise based upon, among other things, the company’s current estimations, projections, views, policies, business strategies, targets, expectations, assumptions and evaluations with respect to general economic conditions, its results of operations, its financial condition, its management in general and other future events. Accordingly, they are inherently susceptible to uncertainties, risks and changes in circumstances and are not guarantees of future performance.

Some forward-looking statements represent targets that the company’s management will strive to achieve through the successful implementation of the company’s business strategies. The company may not be successful in implementing its business strategy, and actual results may differ materially, for a wide range of possible reasons. In particular, the targets of the combined entity reflect assumptions about the successful implementation of the integration plan. Other forward-looking statements reflect the assumptions and estimations upon which the calculation of deferred tax assets has been based and are themselves subject to the full range of uncertainties, risks and changes in circumstances outlined above.

In light of the many risks, uncertainties and possible changes, you are advised not to put undue reliance on the forward-looking statements. The company is under no obligation - and expressly disclaims any obligations- to update or alter the forward looking statements, except as may be required by any applicable laws and regulations or stock exchange rules.

For detailed information relating to uncertainties, risks and changes regarding the forward-looking statements, please see the company’s latest annual report and other disclosures.

 

-2-

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(US GAAP)

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

(Former name: Mitsubishi Tokyo Financial Group, Inc. and Subsidiaries)

Condensed Consolidated Balance Sheets (Unaudited)

 

		As of September 30,						(A) — (B)			As of March 31, 2005 (C)			(A) — (C)
(in millions of yen)		2005 (A)			2004 (B)
Assets:
Cash and due from banks		5,451,520			3,591,732			1,859,788			4,220,437			1,231,083
Interest-earning deposits in other banks		4,655,181			4,116,045			539,136			4,542,615			112,566
Call loans, funds sold, and receivables under resale agreements		3,712,620			2,246,091			1,466,529			2,124,067			1,588,553
Receivables under securities borrowing transactions		4,529,438			3,958,769			570,669			5,230,242			(700,804	)
Trading account assets		8,650,002			7,910,977			739,025			7,706,016			943,986
Investment securities:
Securities available for sale		28,308,853			31,633,734			(3,324,881	)		26,558,538			1,750,315
Securities being held to maturity		2,177,113			1,876,692			300,421			2,191,316			(14,203	)
Preferred stock investment in UFJ Bank Limited		700,000			700,000			—			700,000			—
Other investment securities		341,022			282,321			58,701			341,744			(722	)
Total investment securities		31,526,988			34,492,747			(2,965,759	)		29,791,598			1,735,390
Loans, net of unearned income and deferred loan fees		52,003,350			51,784,748			218,602			51,071,538			931,812
Allowance for credit losses		(617,260	)		(938,208	)		320,948			(740,706	)		123,446
Net loans		51,386,090			50,846,540			539,550			50,330,832			1,055,258
Premises and equipment—net		586,586			569,285			17,301			569,212			17,374
Accrued interest		160,744			142,374			18,370			144,994			15,750
Customers’ acceptance liability		38,700			23,705			14,995			43,313			(4,613	)
Intangible assets —net		253,872			251,991			1,881			253,840			32
Goodwill		91,887			69,468			22,419			85,834			6,053
Deferred tax assets		352,601			1,051,544			(698,943	)		773,827			(421,226	)
Accounts receivable		1,333,731			2,077,517			(743,786	)		843,662			490,069
Other assets		1,944,445			1,945,477			(1,032	)		1,761,611			182,834
Total		114,674,405			113,294,262			1,380,143			108,422,100			6,252,305
Liabilities and Shareholders’ Equity:
Deposits:
Domestic offices:
Non-interest-bearing		9,073,175			4,812,258			4,260,917			7,025,570			2,047,605
Interest-bearing		49,742,338			53,869,927			(4,127,589	)		51,007,526			(1,265,188	)
Overseas offices, principally interest-bearing		14,134,204			13,382,116			752,088			13,261,767			872,437
Total deposits		72,949,717			72,064,301			885,416			71,294,863			1,654,854
Debentures		—			30,752			(30,752	)		—			—
Call money, funds purchased, and payables under repurchase agreements		6,797,651			8,846,928			(2,049,277	)		5,133,151			1,664,500
Payables under securities lending transactions		3,837,099			2,916,200			920,899			1,924,375			1,912,724
Due to trust account and other short-term borrowings		10,873,944			10,948,012			(74,068	)		11,955,825			(1,081,881	)
Trading account liabilities		2,376,724			1,957,732			418,992			1,959,027			417,697
Obligations to return securities received as collateral		2,601,759			2,751,593			(149,834	)		3,025,817			(424,058	)
Bank acceptances outstanding		38,700			23,705			14,995			43,313			(4,613	)
Accrued interest		107,147			103,787			3,360			109,999			(2,852	)
Long-term debt		6,486,017			5,477,822			1,008,195			5,981,747			504,270
Accounts payable		2,104,021			2,836,121			(732,100	)		1,104,009			1,000,012
Other liabilities		1,537,036			1,510,968			26,068			1,516,877			20,159
Total liabilities		109,709,815			109,467,921			241,894			104,049,003			5,660,812
Shareholders’ equity:
Capital stock:
Preferred stock		247,100			122,100			125,000			247,100			—
Common stock		1,084,708			1,084,708			—			1,084,708			—
Capital surplus		958,366			1,057,624			(99,258	)		1,080,463			(122,097	)
Retained earnings:
Appropriated for legal reserve		239,571			239,571			—			239,571			—
Unappropriated		1,588,792			1,047,485			541,307			1,327,894			260,898
Accumulated other changes in equity from nonowner sources, net of taxes		849,750			277,358			572,392			396,582			453,168
Total		4,968,287			3,828,846			1,139,441			4,376,318			591,969
Less treasury stock, at cost		3,697			2,505			1,192			3,221			476
Shareholders’ equity—net		4,964,590			3,826,341			1,138,249			4,373,097			591,493
Total		114,674,405			113,294,262			1,380,143			108,422,100			6,252,305

 

-3-

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(US GAAP)

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

(Former name: Mitsubishi Tokyo Financial Group, Inc. and Subsidiaries)

Condensed Consolidated Statements of Income (Unaudited)

 

		For the six months ended September 30,									For the year ended March 31, 2005
(in millions of yen)		2005 (A)			2004 (B)			(A) — (B)
Interest income:
Loans, including fees		499,459			450,682			48,777			922,551
Deposits in other banks		55,525			25,311			30,214			66,698
Investment securities		205,326			176,931			28,395			370,567
Trading account assets		23,547			23,181			366			30,829
Call loans, funds sold, and receivables under resale agreements and securities borrowing transactions		29,670			19,437			10,233			51,978
Total		813,527			695,542			117,985			1,442,623
Interest expense:
Deposits		174,525			94,088			80,437			221,280
Debentures		—			348			(348	)		351
Call money, funds purchased, and payables under repurchase agreements and securities lending transactions		58,275			30,452			27,823			81,280
Due to trust account, other short-term borrowings, and trading account liabilities		43,445			34,983			8,462			57,928
Long-term debt		50,268			55,745			(5,477	)		110,392
Total		326,513			215,616			110,897			471,231
Net interest income		487,014			479,926			7,088			971,392
Provision (credit) for credit losses		(82,927	)		167,059			(249,986	)		109,502
Net interest income after provision (credit) for credit losses		569,941			312,867			257,074			861,890
Non-interest income:
Fees and commissions		323,513			312,471			11,042			649,210
Foreign exchange losses—net		(163,658	)		(164,247	)		589			(47,000	)
Trading account profits—net		90,011			12,323			77,688			62,048
Investment securities gains—net		165,888			196,686			(30,798	)		198,006
Government grant for transfer of substitutional portion of Employees’ Pension Fund plans		108,468			—			108,468			—
Other non-interest income		46,247			70,128			(23,881	)		132,826
Total		570,469			427,361			143,108			995,090
Non-interest expense:
Salaries and employee benefits		318,441			238,935			79,506			476,258
Occupancy expenses—net		55,048			60,424			(5,376	)		116,850
Fees and commission expenses		45,253			42,079			3,174			87,190
Amortization of intangible assets		39,714			33,740			5,974			69,531
Insurance premiums, including deposit insurance		26,430			26,276			154			56,962
Minority interest in income of consolidated subsidiaries		32,122			15,752			16,370			37,642
Communications		14,668			14,195			473			27,940
Other non-interest expenses		148,339			107,016			41,323			263,218
Total		680,015			538,417			141,598			1,135,591
Income before income taxes and cumulative effect of a change in accounting principle		460,395			201,811			258,584			721,389
Income taxes		157,874			69,446			88,428			305,257
Income before cumulative effect of a change in accounting principle		302,521			132,365			170,156			416,132
Cumulative effect of a change in accounting principle, net of tax		—			(977	)		977			(977	)
Net income		302,521			131,388			171,133			415,155
Income allocable to preferred shareholders		2,386			3,479			(1,093	)		6,837
Net income available to common shareholders		300,135			127,909			172,226			408,318
(in yen)
Amounts per share:
Basic earnings per common share—income available to common shareholders before cumulative effect of a change in accounting principle		45,903.29			19,850.94			26,052.35			62,867.28
Basic earnings per common share —net income available to common shareholders		45,903.29			19,700.46			26,202.83			62,717.21
Diluted earnings per common share—income available to common shareholders before cumulative effect of a change in accounting principle		45,803.88			19,743.30			26,060.58			62,626.69
Diluted earnings per common share—net income available to common shareholders		45,803.88			19,593.10			26,210.78			62,476.76

 

-4-

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(US GAAP)

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

(Former name: Mitsubishi Tokyo Financial Group, Inc. and Subsidiaries)

Credit Quality Data

 

		As of September 30,							As of March 31, 2005 (C)
(in millions of yen)		2005 (A) (Unaudited)		2004 (B) (Unaudited)		(A) — (B)					(A) — (C)
Nonaccrual loans		676,186		1,366,304		(690,118	)		822,370		(146,184	)
Restructured loans		419,735		413,926		5,809			454,189		(34,454	)
Accruing loans contractually past due 90 days or more		13,103		11,509		1,594			10,111		2,992
Total		1,109,024		1,791,739		(682,715	)		1,286,670		(177,646	)
Loans		52,003,350		51,784,748		218,602			51,071,538		931,812
Allowance for credit losses		617,260		938,208		(320,948	)		740,706		(123,446	)

 

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Interim Consolidated Summary Report

< under US GAAP >

for the Fiscal Year Ending March 31, 2006

 

Date:		February 28, 2006
Company name (code number):		Mitsubishi UFJ Financial Group, Inc. (8306)
		(Former company name: UFJ Holdings, Inc.)
		(URL http://www.mufg.jp/)
Stock exchange listings:		Tokyo, Osaka, Nagoya, New York, London
Headquarters:		Tokyo
Representative:		Nobuo Kuroyanagi, President & CEO
For inquiry:		Yoshihisa Harata, Chief Manager - Financial Planning Division
		(Phone) +81-3-5252-4160

Consolidated financial data for the six months ended September 30, 2005

(1) Operating results

(in millions of yen, except per share data and percentages)

 

		For the six months ended September 30,						For the year ended March 31, 2005
		2005			2004
Total revenue		1,139,919			1,137,985			2,416,514
Change from the previous year		0.2	%		(4.5	)%
Income before income taxes and cumulative effect of a change in accounting principle		261,692			248,713			858,774
Change from the previous year		5.2	%		(45.7	)%
Net income		219,827			245,749			718,766
Change from the previous year		(10.5	)%		(38.2	)%
Basic earnings per common share —net income available to common shareholders (in yen)		39,962.51			43,105.53			132,747.83
Diluted earnings per common share —net income available to common shareholders (in yen)		30,532.23			34,012.24			99,598.72

 

Notes:
1. Equity in earnings of equity method investees:
For the six months ended September 30, 2005:		16,412 million yen
For the six months ended September 30, 2004:		9,217 million yen
For the year ended March 31, 2005:		20,448 million yen
2. Average number of shares outstanding:

 

		For the six months ended September 30,				For the year ended March 31, 2005
		2005		2004
		shares		shares		shares
Common stock		5,145,578		5,090,265		5,110,190
Preferred stock—Class 1		3,658		13,307		11,141
Preferred stock—Class 2		200,000		200,000		200,000
Preferred stock—Class 3		—		16,309		8,117
Preferred stock—Class 4		150,000		150,000		150,000
Preferred stock—Class 5		150,000		150,000		150,000
Preferred stock—Class 6		5		1,008		964
Preferred stock—Class 7		200,000		200,000		200,000

 

-6-

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(2) Financial condition

(in millions of yen, except per share data and percentages)

 

		As of September 30,						As of March 31, 2005
		2005			2004
Total assets		82,036,465			82,621,683			83,195,914
Shareholders’ equity		2,530,834			1,508,163			2,097,461
Shareholders’ equity as a percentage of total assets		3.1	%		1.8	%		2.5	%
Shareholders’ equity per common share (in yen)		218,165.33			8,569.19			131,475.35

Note: Number of shares outstanding:

 

		As of September 30,				As of March 31, 2005
		2005		2004
		shares		shares		shares
Common stock		5,183,378		5,101,322		5,155,523
Preferred stock—Class 1		—		12,989		6,543
Preferred stock—Class 2		200,000		200,000		200,000
Preferred stock—Class 3		—		12,237		—
Preferred stock—Class 4		150,000		150,000		150,000
Preferred stock—Class 5		150,000		150,000		150,000
Preferred stock—Class 6		1		1,008		8
Preferred stock—Class 7		200,000		200,000		200,000

(3) Cash flows

(in millions of yen)

 

		For the six months ended September 30,						For the year ended March 31, 2005
		2005			2004
Net cash provided by (used in) operating activities		807,327			(206,866	)		147,085
Net cash provided by investing activities		698,262			4,724,919			2,865,398
Net cash used in financing activities		(854,219	)		(84,714	)		(1,781,651	)
Cash and cash equivalents at end of period		5,592,294			8,149,014			4,936,259

Formulas for computing ratios for the six months ended September 30, 2005 are as follows.

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

 

Net income - Income allocable to preferred shareholders

Average number of common stock during the period *

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

 

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

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

Shareholders’ equity per common share

 

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

Number of common stock at end of period *

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

This financial summary report and accompanying financial highlights contain forward-looking statements and other forward-looking information relating to the company and/or the group as a whole (the “forward-looking statements”). The forward-looking statements are not historical facts and include, reflect or are otherwise based upon, among other things, the company’s current estimations, projections, views, policies, business strategies, targets, expectations, assumptions and evaluations with respect to general economic conditions, its results of operations, its financial condition, its management in general and other future events. Accordingly, they are inherently susceptible to uncertainties, risks and changes in circumstances and are not guarantees of future performance.

Some forward-looking statements represent targets that the company’s management will strive to achieve through the successful implementation of the company’s business strategies. The company may not be successful in implementing its business strategy, and actual results may differ materially, for a wide range of possible reasons. In particular, the targets of the combined entity reflect assumptions about the successful implementation of the integration plan. Other forward-looking statements reflect the assumptions and estimations upon which the calculation of deferred tax assets has been based and are themselves subject to the full range of uncertainties, risks and changes in circumstances outlined above.

In light of the many risks, uncertainties and possible changes, you are advised not to put undue reliance on the forward-looking statements. The company is under no obligation - and expressly disclaims any obligations- to update or alter the forward looking statements, except as may be required by any applicable laws and regulations or stock exchange rules.

For detailed information relating to uncertainties, risks and changes regarding the forward-looking statements, please see the company’s latest annual report and other disclosures.

 

-7-

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( US GAAP )

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

(Former name: UFJ Holdings, Inc. and Subsidiaries)

Condensed Consolidated Balance Sheets (Unaudited)

 

		As of September 30,						(A) — (B)			As of March 31, 2005 (C)			(A) — (C)
(in millions of yen)		2005 (A)			2004 (B)
Assets:
Cash and due from banks		5,592,294			8,149,014			(2,556,720	)		4,936,259			656,035
Interest-earning deposits in other banks		913,211			569,684			343,527			1,085,800			(172,589	)
Call loans, funds sold, and receivables under resale agreements		1,915,822			460,560			1,455,262			2,031,181			(115,359	)
Receivables under securities borrowing transactions		1,882,198			3,244,318			(1,362,120	)		2,519,726			(637,528	)
Trading account assets		4,765,041			4,827,545			(62,504	)		6,365,313			(1,600,272	)
Investment securities:
Securities available for sale		19,927,031			18,035,485			1,891,546			19,874,728			52,303
Other investment securities		431,058			275,943			155,115			392,804			38,254
Total investment securities		20,358,089			18,311,428			2,046,661			20,267,532			90,557
Loans, net of unearned income and deferred loan fees		42,403,788			43,928,238			(1,524,450	)		41,911,897			491,891
Allowance for credit losses		(1,029,228	)		(2,080,771	)		1,051,543			(1,041,818	)		12,590
Net loans		41,374,560			41,847,467			(472,907	)		40,870,079			504,481
Premises and equipment—net		561,810			597,926			(36,116	)		595,888			(34,078	)
Accrued interest		99,802			69,586			30,216			107,436			(7,634	)
Customers’ acceptance liability		42,752			30,358			12,394			41,802			950
Intangible assets —net		603,630			620,086			(16,456	)		629,726			(26,096	)
Goodwill		2,323,781			2,399,391			(75,610	)		2,395,907			(72,126	)
Deferred tax assets		27,433			56,284			(28,851	)		26,543			890
Accounts receivable		618,728			634,689			(15,961	)		361,314			257,414
Other assets		957,314			803,347			153,967			961,408			(4,094	)
Total		82,036,465			82,621,683			(585,218	)		83,195,914			(1,159,449	)
Liabilities and Shareholders’ Equity:
Deposits:
Domestic offices:
Non-interest-bearing		11,162,282			3,860,822			7,301,460			9,020,134			2,142,148
Interest-bearing		40,065,715			51,306,252			(11,240,537	)		43,328,498			(3,262,783	)
Overseas offices, principally interest-bearing		2,109,908			2,339,676			(229,768	)		2,218,354			(108,446	)
Total deposits		53,337,905			57,506,750			(4,168,845	)		54,566,986			(1,229,081	)
Call money, funds purchased, and payables under repurchase agreements		5,094,411			2,169,787			2,924,624			4,093,643			1,000,768
Payables under securities lending transactions		910,654			2,380,652			(1,469,998	)		2,261,851			(1,351,197	)
Due to trust account and other short-term borrowings		7,982,347			7,808,808			173,539			7,072,467			909,880
Trading account liabilities		3,110,988			2,647,808			463,180			4,239,610			(1,128,622	)
Obligations to return securities received as collateral		151,042			195,478			(44,436	)		162,690			(11,648	)
Bank acceptances outstanding		42,752			30,358			12,394			41,802			950
Accrued interest		88,413			68,371			20,042			89,009			(596	)
Long-term debt		5,755,419			5,775,359			(19,940	)		5,874,970			(119,551	)
Accounts payable		1,017,174			635,590			381,584			645,744			371,430
Other liabilities		2,014,526			1,894,559			119,967			2,049,681			(35,155	)
Total liabilities		79,505,631			81,113,520			(1,607,889	)		81,098,453			(1,592,822	)
Shareholders’ equity:
Capital stock:
Preferred stock		700,001			732,224			(32,223	)		709,818			(9,817	)
Common stock		299,999			267,776			32,223			290,182			9,817
Capital surplus		2,555,564			2,527,309			28,255			2,541,296			14,268
Accumulated deficit		(1,825,668	)		(2,490,221	)		664,553			(2,031,298	)		205,630
Accumulated other changes in equity from nonowner sources, net of taxes		804,404			480,429			323,975			592,016			212,388
Total		2,534,300			1,517,517			1,016,783			2,102,014			432,286
Less treasury stock, at cost		3,466			9,354			(5,888	)		4,553			(1,087	)
Shareholders’ equity—net		2,530,834			1,508,163			1,022,671			2,097,461			433,373
Total		82,036,465			82,621,683			(585,218	)		83,195,914			(1,159,449	)

 

-8-

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( US GAAP )

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

(Former name: UFJ Holdings, Inc. and Subsidiaries)

Condensed Consolidated Statements of Income (Unaudited)

 

		For the six months ended September 30,						(A) — (B)			For the year ended March 31, 2005
(in millions of yen)		2005 (A)			2004 (B)
Interest income:
Loans, including fees		477,433			483,857			(6,424	)		968,811
Deposits in other banks		21,707			8,153			13,554			20,735
Investment securities		100,834			102,606			(1,772	)		213,446
Trading account assets		9,211			8,674			537			18,809
Call loans, funds sold, and receivables under resale agreements and securities borrowing transactions		42,378			10,172			32,206			23,330
Total		651,563			613,462			38,101			1,245,131
Interest expense:
Deposits		54,079			38,815			15,264			83,506
Call money, funds purchased, and payables under repurchase agreements and securities lending transactions		49,313			11,694			37,619			32,741
Due to trust account, other short-term borrowings, and trading account liabilities		15,394			20,444			(5,050	)		24,029
Long-term debt		66,105			65,357			748			142,877
Total		184,891			136,310			48,581			283,153
Net interest income		466,672			477,152			(10,480	)		961,978
Provision for credit losses		75,714			202,398			(126,684	)		91,866
Net interest income after provision for credit losses		390,958			274,754			116,204			870,112
Non-interest income:
Fees and commissions		305,049			297,036			8,013			595,159
Foreign exchange gains (losses)—net		(87,927	)		5,402			(93,329	)		89,294
Trading account profits (losses)—net		122,094			(65,469	)		187,563			(45,863	)
Investment securities gains—net		88,310			250,735			(162,425	)		291,392
Other non-interest income		60,830			36,819			24,011			241,401
Total		488,356			524,523			(36,167	)		1,171,383
Non-interest expense:
Salaries and employee benefits		168,763			160,962			7,801			317,497
Occupancy expenses—net		65,913			68,039			(2,126	)		116,283
Fees and commission expenses		47,434			45,513			1,921			80,227
Amortization of intangible assets		58,359			55,074			3,285			111,498
Insurance premiums, including deposit insurance		27,126			25,758			1,368			51,565
Minority interest in income (loss) of consolidated subsidiaries		(10,681	)		3,754			(14,435	)		21,398
Communications		16,239			16,708			(469	)		31,160
Other non-interest expenses		244,469			174,756			69,713			453,093
Total		617,622			550,564			67,058			1,182,721
Income before income taxes and cumulative effect of a change in accounting principle		261,692			248,713			12,979			858,774
Income taxes		41,865			5,906			35,959			142,950
Income before cumulative effect of a change in accounting principle		219,827			242,807			(22,980	)		715,824
Cumulative effect of a change in accounting principle, net of tax		—			2,942			(2,942	)		2,942
Net income		219,827			245,749			(25,922	)		718,766
Income allocable to preferred shareholders		14,197			26,330			(12,133	)		40,399
Net income available to common shareholders		205,630			219,419			(13,789	)		678,367
(in yen)
Amounts per share:
Basic earnings per common share—income available to common shareholders before cumulative effect of a change in accounting principle		39,962.51			42,528.48			(2,565.97	)		132,172.03
Basic earnings per common share—net income available to common shareholders		39,962.51			43,105.53			(3,143.02	)		132,747.83
Diluted earnings per common share—income available to common shareholders before cumulative effect of a change in accounting principle		30,532.23			33,605.00			(3,072.77	)		99,190.88
Diluted earnings per common share—net income available to common shareholders		30,532.23			34,012.24			(3,480.01	)		99,598.72

 

-9-

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( US GAAP )

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

(Former name: UFJ Holdings, Inc. and Subsidiaries)

Credit Quality Data

 

		As of September 30,				(A) — (B)			As of March 31, 2005 (C)		(A) — (C)
		2005 (A) (Unaudited)		2004 (B) (Unaudited)
(in millions of yen)
Nonaccrual loans		1,804,658		4,295,589		(2,490,931	)		1,813,585		(8,927	)
Restructured loans		414,482		80,656		333,826			501,524		(87,042	)
Accruing loans contractually past due 90 days or more		6,765		24,068		(17,303	)		11,743		(4,978	)
Total		2,225,905		4,400,313		(2,174,408	)		2,326,852		(100,947	)
Loans		42,403,788		43,928,238		(1,524,450	)		41,911,897		491,891
Allowance for credit losses		1,029,228		2,080,771		(1,051,543	)		1,041,818		(12,590	)

 

-10-

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Pro Forma Combined Summary Financial Information (Unaudited)

< under US GAAP >

 

Date :		February 28, 2006
Company name (code number) :		Mitsubishi UFJ Financial Group, Inc. (8306)

Pro forma combined financial data for the six months ended September 30, 2005

(1) Operating results (Unaudited)

(in millions of yen, except per share data and percentages)

 

		For the six months ended September 30,					For the year ended March 31, 2005
		2005			2004
Total revenue		2,526,652			2,254,281		4,864,361
Change from the previous year		12.1	%
Income from continuing operations before income tax expense		722,809			441,412		1,602,581
Change from the previous year		63.7	%
Income from continuing operations		519,084			369,723		1,143,225
Change from the previous year		40.4	%
Basic earnings per common share—income from continuing operations available to common shareholders (in yen)		51,651.49			35,229.16		113,236.28
Diluted earnings per common share —income from continuing operations available to common shareholders (in yen)		46,903.62			33,549.77		103,280.36

 

Notes:
1. Weighted average common shares outstanding:
For the six months ended September 30, 2005:		9,729		thousand of shares
For the six months ended September 30, 2004:		9,649		thousand of shares
For the year ended March 31, 2005:		9,679		thousand of shares
2. Weighted average diluted common shares outstanding:
For the six months ended September 30, 2005:		11,002		thousand of shares
For the six months ended September 30, 2004:		10,300		thousand of shares
For the year ended March 31, 2005:		10,989		thousand of shares

 

-11-

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(2) Financial condition (Unaudited)

(in millions of yen, except per share data and percentages)

 

		As of September 30, 2005			As of September 30, 2004
Total assets		196,010,235			198,084,908
Shareholders’ equity		9,368,117			8,230,535
Shareholders’ equity as a percentage of total assets		4.8	%		4.2	%
Net book value per share (in yen)		791,455.06			673,814.37

Formulas for computing ratios are as follows.

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

 

Income from continuing operations - Income from continuing operations allocable to preferred shareholders

Average number of common stock during the period *

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

 

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

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

Net book value per share

 

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

Number of common stock at end of period *

---

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

This financial summary report and accompanying financial highlights contain forward-looking statements and other forward-looking information relating to the company and/or the group as a whole (the “forward-looking statements”). The forward-looking statements are not historical facts and include, reflect or are otherwise based upon, among other things, the company’s current estimations, projections, views, policies, business strategies, targets, expectations, assumptions and evaluations with respect to general economic conditions, its results of operations, its financial condition, its management in general and other future events. Accordingly, they are inherently susceptible to uncertainties, risks and changes in circumstances and are not guarantees of future performance.

Some forward-looking statements represent targets that the company’s management will strive to achieve through the successful implementation of the company’s business strategies. The company may not be successful in implementing its business strategy, and actual results may differ materially, for a wide range of possible reasons. In particular, the targets of the combined entity reflect assumptions about the successful implementation of the integration plan. Other forward-looking statements reflect the assumptions and estimations upon which the calculation of deferred tax assets has been based and are themselves subject to the full range of uncertainties, risks and changes in circumstances outlined above.

In light of the many risks, uncertainties and possible changes, you are advised not to put undue reliance on the forward-looking statements. The company is under no obligation - and expressly disclaims any obligations- to update or alter the forward looking statements, except as may be required by any applicable laws and regulations or stock exchange rules.

For detailed information relating to uncertainties, risks and changes regarding the forward-looking statements, please see the company’s latest annual report and other disclosures.

 

-12-

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( US GAAP )

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

Pro Forma Combined Condensed Balance Sheet As of September 30, 2005 (Unaudited)

 

(in millions of yen)		Mitsubishi Tokyo Financial Group			UFJ Holdings			Pro forma adjustments			Pro forma combined
Assets:
Cash and due from banks		5,451,520			5,592,294			120,906			11,164,720
Interest-earning deposits in other banks		4,655,181			913,211			(153,412	)		5,414,980
Call loans, funds sold, and receivables under resale agreements		3,712,620			1,915,822			(341,458	)		5,286,984
Receivables under securities borrowing transactions		4,529,438			1,882,198			(1,568,421	)		4,843,215
Trading account assets		8,650,002			4,765,041			(828,749	)		12,586,294
Investment securities:
Securities available for sale		28,308,853			19,927,031			876,026			49,111,910
Securities being held to maturity		2,177,113			—			99,346			2,276,459
Preferred stock investment in UFJ Bank Limited		700,000			—			(700,000	)		—
Other investment securities		341,022			431,058			206,289			978,369
Total investment securities		31,526,988			20,358,089			481,661			52,366,738
Loans, net of unearned income and deferred loan fees		52,003,350			42,403,788			(714,760	)		93,692,378
Allowance for credit losses		(617,260	)		(1,029,228	)		756,003			(890,485	)
Net loans		51,386,090			41,374,560			41,243			92,801,893
Premises and equipment—net		586,586			561,810			(41,177	)		1,107,219
Accrued interest		160,744			99,802			3,132			263,678
Customers’ acceptance liability		38,700			42,752			—			81,452
Intangible assets—net		253,872			603,630			680,800			1,538,302
Goodwill		91,887			2,323,781			694,249			3,109,917
Deferred tax assets		352,601			27,433			141,017			521,051
Accounts receivable		1,333,731			618,728			(9,996	)		1,942,463
Other assets		1,944,445			957,314			79,570			2,981,329
Total		114,674,405			82,036,465			(700,635	)		196,010,235
Liabilities and Shareholders’ Equity:
Deposits:
Domestic offices:
Non-interest-bearing		9,073,175			11,162,282			(20,236	)		20,215,221
Interest-bearing		49,742,338			40,065,715			3,187			89,811,240
Overseas offices, principally interest-bearing		14,134,204			2,109,908			(116,528	)		16,127,584
Total deposits		72,949,717			53,337,905			(133,577	)		126,154,045
Call money, funds purchased, and payables under repurchase agreements		6,797,651			5,094,411			(350,642	)		11,541,420
Payables under securities lending transactions		3,837,099			910,654			(1,568,421	)		3,179,332
Due to trust account and other short-term borrowings		10,873,944			7,982,347			236,817			19,093,108
Trading account liabilities		2,376,724			3,110,988			(773,769	)		4,713,943
Obligations to return securities received as collateral		2,601,759			151,042			646,994			3,399,795
Bank acceptances outstanding		38,700			42,752			—			81,452
Accrued interest		107,147			88,413			(22	)		195,538
Long-term debt		6,486,017			5,755,419			139,558			12,380,994
Accounts payable		2,104,021			1,017,174			(19,861	)		3,101,334
Other liabilities		1,537,036			2,014,526			(750,405	)		2,801,157
Total liabilities		109,709,815			79,505,631			(2,573,328	)		186,642,118
Shareholders’ equity:
Capital stock:
Preferred stock		247,100			700,001			(700,001	)		247,100
Common stock		1,084,708			299,999			(299,999	)		1,084,708
Capital surplus		958,366			2,555,564			1,847,661			5,361,591
Retained earnings:
Appropriated for legal reserve		239,571			—			—			239,571
Unappropriated		1,588,792			(1,825,668	)		1,825,970			1,589,094
Accumulated other changes in equity from nonowner sources, net of taxes		849,750			804,404			(804,404	)		849,750
Total		4,968,287			2,534,300			1,869,227			9,371,814
Less treasury stock, at cost		3,697			3,466			(3,466	)		3,697
Shareholders’ equity—net		4,964,590			2,530,834			1,872,693			9,368,117
Total		114,674,405			82,036,465			(700,635	)		196,010,235

Pro forma adjustments include the adjustments to record the consolidated assets and liabilities of UFJ Holdings at their estimated fair values on the date of acquisition and to eliminate transactions between Mitsubishi Tokyo Financial Group and UFJ Holdings as of the period presented.

 

-13-

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(US GAAP)

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

Pro Forma Combined Condensed Statement of Income for the Six Months Ended September 30, 2005 (Unaudited)

 

(in millions of yen)		Mitsubishi Tokyo Financial Group			UFJ Holdings			Pro forma adjustments			Pro forma combined
Interest income:
Loans, including fees		499,459			477,433			(10,570	)		966,322
Deposits in other banks		55,525			21,707			(2,384	)		74,848
Investment securities		205,326			100,834			(9,599	)		296,561
Trading account assets		23,547			9,211			—			32,758
Call loans, funds sold, and receivables under resale agreements and securities borrowing transactions		29,670			42,378			(71	)		71,977
Total		813,527			651,563			(22,624	)		1,442,466
Interest expense:
Deposits		174,525			54,079			(2,384	)		226,220
Call money, funds purchased, and payables under repurchase agreements and securities lending transactions		58,275			49,313			(74	)		107,514
Due to trust account, other short-term borrowings, and trading account liabilities		43,445			15,394			(21	)		58,818
Long-term debt		50,268			66,105			(21,052	)		95,321
Total		326,513			184,891			(23,531	)		487,873
Net interest income		487,014			466,672			907			954,593
Provision (credit) for credit losses		(82,927	)		75,714			3			(7,210	)
Net interest income after provision (credit) for credit losses		569,941			390,958			904			961,803
Non-interest income:
Fees and commissions		323,513			305,049			35,896			664,458
Foreign exchange losses—net		(163,658	)		(87,927	)		—			(251,585	)
Trading account profits—net		90,011			122,094			195			212,300
Investment securities gains—net		165,888			88,310			3,697			257,895
Government grant for transfer of substitutional portion of Employees’ Pension Fund plans		108,468			—			—			108,468
Other non-interest income		46,247			60,830			(14,427	)		92,650
Total		570,469			488,356			25,361			1,084,186
Non-interest expense:
Salaries and employee benefits		318,441			168,763			5,488			492,692
Occupancy expenses—net		55,048			65,913			2,776			123,737
Fees and commission expenses		45,253			47,434			10,187			102,874
Amortization of intangible assets		39,714			58,359			8,261			106,334
Insurance premiums, including deposit insurance		26,430			27,126			2			53,558
Minority interest in income (loss) of consolidated subsidiaries		32,122			(10,681	)		6,516			27,957
Communications		14,668			16,239			324			31,231
Other non-interest expenses		148,339			244,469			(8,011	)		384,797
Total		680,015			617,622			25,543			1,323,180
Income from continuing operations before income tax expense		460,395			261,692			722			722,809
Income tax expense		157,874			41,865			3,986			203,725
Income from continuing operations		302,521			219,827			(3,264	)		519,084
Income from continuing operations allocable to preferred shareholders		2,386			14,197			—			16,583
Income from continuing operations available to common shareholders		300,135			205,630			(3,264	)		502,501
(in yen)
Amounts per share:
Basic earnings per common share—income from continuing operations available to common shareholders		45,903.29			39,962.51			—			51,651.49
Diluted earnings per common share—income from continuing operations available to common shareholders		45,803.88			30,532.23			—			46,903.62

Pro forma adjustments include the adjustments to record the consolidated assets and liabilities of UFJ Holdings at their estimated fair values on the date of acquisition and to eliminate transactions between Mitsubishi Tokyo Financial Group and UFJ Holdings for the period presented.

 

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(US GAAP)

Mitsubishi UFJ Financial Group, Inc. and Subsidiaries

Pro Forma Combined Condensed Statement of Income for the Year Ended March 31, 2005 (Unaudited)

 

(in millions of yen)		Mitsubishi Tokyo Financial Group			UFJ Holdings			Pro forma adjustments			Pro forma combined
Interest income:
Loans, including fees		922,551			968,811			(20,700	)		1,870,662
Deposits in other banks		66,698			20,735			(2,554	)		84,879
Investment securities:
Interest		330,387			188,852			(15,740	)		503,499
Dividends		40,180			24,594			17			64,791
Trading account assets		30,829			18,809			—			49,638
Call loans and funds sold		6,398			3,888			—			10,286
Receivables under resale agreements and securities borrowing transactions		45,580			19,442			(131	)		64,891
Total		1,442,623			1,245,131			(39,108	)		2,648,646
Interest expense:
Deposits		221,280			83,506			(32,284	)		272,502
Debentures		351			—			—			351
Call money and funds purchased		7,199			1,673			(8	)		8,864
Payables under repurchase agreements and securities lending transactions		74,081			31,068			(117	)		105,032
Due to trust account		3,887			7,349			7			11,243
Other short-term borrowings and trading account liabilities		54,041			16,680			(173	)		70,548
Long-term debt		110,392			142,877			(41,526	)		211,743
Total		471,231			283,153			(74,101	)		680,283
Net interest income		971,392			961,978			34,993			1,968,363
Provision for credit losses		109,502			91,866			—			201,368
Net interest income after provision for credit losses		861,890			870,112			34,993			1,766,995
Non-interest income:
Fees and commissions		649,210			595,159			61,429			1,305,798
Foreign exchange gains (losses)—net		(47,000	)		89,294			1			42,295
Trading account profits (losses)—net		62,048			(45,863	)		8			16,193
Investment securities gains—net		198,006			291,392			11			489,409
Equity in earnings of equity method investees		26,272			20,448			(4,538	)		42,182
Other non-interest income		106,554			220,953			(7,669	)		319,838
Total		995,090			1,171,383			49,242			2,215,715
Non-interest expense:
Salaries and employee benefits		476,258			317,497			10,875			804,630
Occupancy expenses—net		116,850			116,283			5,199			238,332
Fees and commission expenses		87,190			80,227			15,489			182,906
Amortization of intangible assets		69,531			111,498			21,468			202,497
Insurance premiums, including deposit insurance		56,962			51,565			1			108,528
Minority interest in income of consolidated subsidiaries		37,642			21,398			8,331			67,371
Communications		27,940			31,160			714			59,814
Other non-interest expenses		263,218			453,093			(260	)		716,051
Total		1,135,591			1,182,721			61,817			2,380,129
Income from continuing operations before income tax expense		721,389			858,774			22,418			1,602,581
Income tax expense		305,257			142,950			11,149			459,356
Income from continuing operations		416,132			715,824			11,269			1,143,225
Income from continuing operations allocable to preferred shareholders		6,837			40,399			—			47,236
Income from continuing operations available to common shareholders		409,295			675,425			11,269			1,095,989
(in yen)
Amounts per share:
Basic earnings per common share—income from continuing operations available to common shareholders		62,867.28			132,172.03			—			113,236.28
Diluted earnings per common share—income from continuing operations available to common shareholders		62,626.69			99,190.88			—			103,280.36

Pro forma adjustments include the adjustments to record the consolidated assets and liabilities of UFJ Holdings at their estimated fair values on the date of acquisition and to eliminate transactions between Mitsubishi Tokyo Financial Group and UFJ Holdings for the period presented.

 

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