Mitsubishi UFJ Financial (MUFG) 6-KCurrent report (foreign)
Filed: 14 Feb 20, 6:32am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form6-K
Report of Foreign Private Issuer
Pursuant to Rule13a-16 or15d-16 under
the Securities Exchange Act of 1934
For the month of February 2020
Commission FileNo. 000-54189
MITSUBISHI UFJ FINANCIAL GROUP, INC.
(Translation of registrant’s name into English)
7-1, Marunouchi2-chome,Chiyoda-ku
Tokyo100-8330, Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or
will file annual reports under cover of Form20-F or Form40-F.
Form20-F X Form40-F
Indicate by check mark if the registrant is submitting the Form6-K
in paper as permitted by RegulationS-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form6-K
in paper as permitted by RegulationS-T Rule 101(b)(7):
THIS REPORT ON FORM6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORMF-3 (NO.333-229697) OF MITSUBISHI UFJ FINANCIAL GROUP, INC. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED WITH OR FURNISHED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION.
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 14, 2020
Mitsubishi UFJ Financial Group, Inc. | ||
By: | /s/ Zenta Morokawa | |
Name: | Zenta Morokawa | |
Title: | Managing Director, Head of Documentation & Corporate Secretary Department, | |
Corporate Administration Division |
English Translation of Excerpts from Quarterly Securities Report Filed in Japan
This document is an English translation of selected information included in the Quarterly Securities Report for the quarter ended December 31, 2019 filed by Mitsubishi UFJ Financial Group, Inc. (“MUFG” or “we”) with the Kanto Local Financial Bureau, the Ministry of Finance of Japan, on February 14, 2020 (the “Quarterly Securities Report”). An English translation of certain information included in the Quarterly Securities Report was previously submitted in a report on Form 6-K dated February 4, 2020. Accordingly, this document should be read together with the previously submitted report.
The Quarterly Securities Report has been prepared and filed in Japan in accordance with applicable Japanese disclosure requirements as well as generally accepted accounting principles in Japan (“J-GAAP”). There are significant differences between J-GAAP and generally accepted accounting principles in the United States. In addition, the Quarterly Securities Report is intended to update prior disclosures filed by MUFG in Japan and discusses selected recent developments in the context of those prior disclosures. Accordingly, the Quarterly Securities Report may not contain all of the information that is important to you. For a more complete discussion of the background to information provided in the Quarterly Securities Report disclosure, please see our annual report on Form 20-F for the fiscal year ended March 31, 2019 and the other reports filed with or submitted to the U.S. Securities and Exchange Commission by MUFG.
Risks Relating to Our Business
We describe below some major developments and changes to update our risk factor disclosure previously included in our annual securities report for the fiscal year ended March 31, 2019 filed in Japan on June 27, 2019. The updates below are not a complete update of the prior disclosure, but instead intended to explain only the significant developments and changes that we believe may have a material impact on the risks to our business and other risks. The discussion below contains forward-looking statements, which, unless specifically described otherwise, reflect our understanding as of the date of filing of the Quarterly Securities Report.
The numbering of the subheading of the risk disclosure below corresponds to the numbering of the subheading of the same risk disclosure in “Risks Relating to Our Business” in our most recent annual securities report filed in Japan.
20. | Risks relating to regulatory developments or changes in laws or rules, including accounting rules, governmental policies and economic controls |
We conduct our business subject to current regulations (including laws, regulations, accounting standards, policies, customary business practices and interpretations in Japan and other regions where we operate, as well as global financial regulatory standards) and risks associated with changes in such regulations. Future regulatory changes and situations arising as a result of regulatory changes, such as the ongoing benchmark rate reforms, may adversely impact our business, financial condition and results of operations. However, the type, nature and extent of the impact of any future regulatory changes and situations that may arise as a result are difficult to predict and beyond our control.
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Additional Japanese GAAP Financial Information for the Nine Months Ended December 31, 2019
1. | Changes in the Scope of Consolidation or Application of the Equity Method |
I. | Significant changes in the scope of consolidation |
PT Bank Danamon Indonesia, Tbk. was newly included in the scope of consolidation due to the transfer from the scope of application of the equity method.
Colonial First State Asset Management (Australia) Limited and 8 other companies were newly included in the scope of consolidation as a result of share acquisitions. On September 16, 2019, the nine companies and their subsidiaries rebranded themselves as First Sentier Investors (“FSI”) in Australia.
II. | Significant changes in the scope of application of the equity method |
PT Bank Danamon Indonesia, Tbk. was excluded from the scope of application of the equity method due to the transfer to the scope of consolidation.
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2. | Consolidated Balance Sheets |
I. | Risk-monitored loans included in “Loans and bills discounted” |
(in millions of yen) | ||||||||
March 31, 2019 | December 31, 2019 | |||||||
Loans to bankrupt borrowers | ¥ | 46,597 | ¥ | 36,474 | ||||
Non-accrual delinquent loans | 586,487 | 638,357 | ||||||
Accruing loans contractually past due 3 months or more | 18,600 | 18,187 | ||||||
Restructured loans | 315,406 | 374,959 | ||||||
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Total | ¥ | 967,092 | ¥ | 1,067,979 | ||||
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The amounts above represent gross amounts before the deduction of allowance for credit losses.
II. | The principal amount of money trusts entrusted to domestic trust banking subsidiaries, for which repayment of the principal to the customers was guaranteed |
(in millions of yen) | ||||||||
March 31, 2019 | December 31, 2019 | |||||||
Principal-guaranteed money trusts | ¥ | 7,617,688 | ¥ | 6,472,671 |
III. | Guarantee obligations for private placement bonds (provided in accordance with Article2-3 of the Financial Instruments and Exchange Law) among the bonds and other securities included in “Securities” |
(in millions of yen) | ||||||||
March 31, 2019 | December 31, 2019 | |||||||
Guarantee obligations for private placement bonds | ¥ | 394,626 | ¥ | 324,553 |
IV. | Contingent liabilities |
(Litigation)
In the ordinary course of business, MUFG is subject to various litigation and regulatory matters. In accordance with applicable accounting guidance, MUFG establishes a Reserve for Contingent Losses arising from litigation and regulatory matters when they are determined to be probable in their occurrences and the probable loss amount can be reasonably estimated. Based upon current knowledge and consultation with counsel, management believes the eventual outcome of such litigation and regulatory matters, where losses are probable and the probable loss amounts can be reasonably estimated, would not have a material adverse effect on MUFG’s financial position, results of operations or cash flows.
Management also believes the amount of loss that is reasonably possible, but not probable, from various litigation and regulatory matters is not material to MUFG’s financial position, results of operations or cash flows.
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3. | Consolidated Statements of Income |
I. | “Other ordinary income” for the periods indicated included the following: |
(in millions of yen) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Equity in earnings of the equity method investees | ¥ | 241,879 | ¥ | 220,880 | ||||
Gains on sales of equity securities | 113,861 | 117,937 |
II. | “Other ordinary expenses” for the periods indicated included the following: |
(in millions of yen) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Write-offs of loans | ¥ | 111,216 | ¥ | 115,042 |
III. | (Additional information) |
“Losses on impairment of fixed assets” included an impairment loss on goodwill of ¥26,774 million recognized by an overseas subsidiary in connection with its business acquisitions.
The overseas subsidiary groups its assets based on business category. During the three months ended December 31, 2019, due to the decline in interest rates in the United States, the projected profitability mainly related to the subsidiary’s lending services was reevaluated, and a goodwill impairment test was performed in accordance with U.S. GAAP. As a result, it was determined that the carrying amount of a portion of the goodwill allocated to the Global Commercial Banking Business Group, the relevant reporting segment of MUFG, exceeded the fair value of such goodwill, and, to the extent of such excess, an impairment loss was recorded. The fair value was estimated using a combination of the income approach based on the projected profitability and the market approach.
IV. | “Amortization of goodwill” was recorded in connection with an impairment loss due to the decline in the market price of a subsidiary’s equity securities held through a consolidated domestic banking subsidiary, in accordance with the provisions of Paragraph 32 of the Japanese Institute of Certified Public Accountants (“JICPA”) Accounting Committee Report No. 7 “Practical Guidelines on the Capital Consolidation Procedure in Consolidated Financial Statements” (May 12, 1998). |
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4. | Consolidated Statements of Cash Flows |
No consolidated statements of cash flows have been prepared for the nine-month periods ended December 31, 2018 and 2019. Depreciation (including amortization of intangible assets other than goodwill) and amortization of goodwill for the periods indicated were as follows:
(in millions of yen) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Depreciation | ¥ | 239,140 | ¥ | 244,762 | ||||
Amortization of goodwill | 13,392 | 227,206 |
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5. | Shareholders’ Equity |
For the nine months ended December 31, 2018
I. | Cash dividends |
Date of approval | Type of stock | Total dividends (in millions of yen) | Dividend per share (in yen) | Dividend record date | Effective date | Source of dividends | ||||||
Annual General Meeting of Shareholders on June 28, 2018 | Common stock | 131,934 | 10 | March 31, 2018 | June 29, 2018 | Retained earnings | ||||||
Meeting of Board of Directors on November 13, 2018 | Common stock | 144,314 | 11 | September 30, 2018 | December 5, 2018 | Retained earnings |
II. | Dividends the record date for which fell within the nine-month period and the effective date of which was after the end of the nine-month period |
None.
For the nine months ended December 31, 2019
I. | Cash dividends |
Date of approval | Type of stock | Total dividends (in millions of yen) | Dividend per share (in yen) | Dividend record date | Effective date | Source of dividends | ||||||
Annual General Meeting of Shareholders on June 27, 2019 | Common stock | 142,552 | 11 | March 31, 2019 | June 28, 2019 | Retained earnings | ||||||
Meeting of Board of Directors on November 13, 2019 | Common stock | 161,991 | 12.5 | September 30, 2019 | December 5, 2019 | Retained earnings |
II. | Dividends the record date for which fell within the nine-month period and the effective date of which was after the end of the nine-month period |
None.
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6. | Segment Information |
I. | Business segment information |
(1) | Information on net revenue and operating profit (loss) for each reporting segment |
For the nine months ended December 31, 2018
(in millions of yen) | ||||||||||||||||||||||||||||||||||||
For the nine months ended December 31, 2018 | ||||||||||||||||||||||||||||||||||||
Retail & Commercial Banking Business Group | Japanese Corporate & Investment Banking Business Group | Global Corporate & Investment Banking Business Group | Global Commercial Banking Business Group | Asset Management & Investor Services Business Group | Total of Customer Business | Global Markets Business Group | Other | Total | ||||||||||||||||||||||||||||
Net revenue | ¥ | 1,128,390 | ¥ | 395,199 | ¥ | 292,326 | ¥ | 526,252 | ¥ | 154,164 | ¥ | 2,496,332 | ¥ | 376,029 | ¥ | 24,910 | ¥ | 2,897,273 | ||||||||||||||||||
Operating expenses | 911,662 | 228,620 | 179,003 | 367,706 | 92,454 | 1,779,448 | 171,349 | 109,989 | 2,060,787 | |||||||||||||||||||||||||||
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Operating profit (loss) | ¥ | 216,727 | ¥ | 166,578 | ¥ | 113,322 | ¥ | 158,545 | ¥ | 61,709 | ¥ | 716,883 | ¥ | 204,680 | ¥ | (85,078 | ) | ¥ | 836,485 | |||||||||||||||||
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(Notes)
1. | “Net revenue” in the above table is used in lieu of net sales generally used by Japanesenon-financial companies. |
2. | “Net revenue” includes net interest income, trust fees, net fees and commissions, net trading profit, and net other operating profit. |
3. | “Operating expenses” includes personnel expenses and premise expenses. |
For the nine months ended December 31, 2019
(in millions of yen) | ||||||||||||||||||||||||||||||||||||
For the nine months ended December 31, 2019 | ||||||||||||||||||||||||||||||||||||
Retail & Commercial Banking Business Group | Japanese Corporate & Investment Banking Business Group | Global Corporate & Investment Banking Business Group | Global Commercial Banking Business Group | Asset Management & Investor Services Business Group | Total of Customer Business | Global Markets Business Group | Other | Total | ||||||||||||||||||||||||||||
Net revenue | ¥ | 1,101,115 | ¥ | 401,055 | ¥ | 290,837 | ¥ | 575,468 | ¥ | 167,112 | ¥ | 2,535,589 | ¥ | 447,083 | ¥ | 26,825 | ¥ | 3,009,498 | ||||||||||||||||||
Operating expenses | 894,454 | 236,555 | 184,824 | 416,195 | 115,946 | 1,847,975 | 170,352 | 112,452 | 2,130,781 | |||||||||||||||||||||||||||
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Operating profit (loss) | ¥ | 206,660 | ¥ | 164,499 | ¥ | 106,013 | ¥ | 159,273 | ¥ | 51,165 | ¥ | 687,613 | ¥ | 276,730 | ¥ | (85,626 | ) | ¥ | 878,717 | |||||||||||||||||
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(Notes)
1. | “Net revenue” in the above table is used in lieu of net sales generally used by Japanesenon-financial companies. |
2. | “Net revenue” includes net interest income, trust fees, net fees and commissions, net trading profit, and net other operating profit. |
3. | “Operating expenses” includes personnel expenses and premise expenses. |
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(2) | Reconciliation of the total operating profit in each of the above tables to the ordinary profit in the consolidated statement of income for the corresponding nine-month period |
(in millions of yen) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Total operating profit of reporting segments | ¥ | 836,485 | ¥ | 878,717 | ||||
Operating profit of consolidated subsidiaries excluded from reporting segments | 14,246 | 10,328 | ||||||
Provision for general allowance for credit losses | — | (42,560 | ) | |||||
Credit related expenses | (99,636 | ) | (111,424 | ) | ||||
Gains on reversal of allowance for credit losses | 69,155 | — | ||||||
Gains on reversal of reserve for contingent losses included in credit costs | 48,521 | 6,481 | ||||||
Gains on loanswritten-off | 49,261 | 63,206 | ||||||
Net gains on equity securities and other securities | 84,615 | 53,500 | ||||||
Equity in earnings of the equity method investees | 241,879 | 220,880 | ||||||
Others | (59,651 | ) | 3,376 | |||||
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Ordinary profit in the consolidated statement of income | ¥ | 1,184,876 | ¥ | 1,082,505 | ||||
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(3) | Changes in the method of calculation of operating profit (loss) for each reporting segment |
From the nine months ended December 31, 2019, MUFG has changed the method of allocation of net revenue and operating expenses among reporting segments and has accordingly changed the method of calculation of operating profit (loss) of each reporting segment.
The business segment information for the nine months ended December 31, 2018 has been restated based on the new calculation method.
(4) | Information on impairment losses on long-lived assets or goodwill by reporting segment |
(Significant change in the amount of goodwill)
In the Global Commercial Banking Business Group, “Amortization of goodwill” was recorded as extraordinary losses in connection with an impairment loss due to the decline in the market price of a subsidiary’s equity securities held through a consolidated domestic banking subsidiary in accordance with the provisions of Paragraph 32 of JICPA According Committee Report No. 7 “Practical Guidelines on the Capital Consolidation Procedure in Consolidated Financial Statements” (May 12, 1998). As a result, the balance of goodwill decreased by ¥207,425 million.
In the Asset Management & Investor Service Business Group, for the second quarter ended September 30, 2019, goodwill of ¥245,386 million was recognized on a preliminary basis. However, in the third quarter ended December 31, 2019, post-acquisition price adjustments and allocation of acquisition cost were updated. As a result, intangible fixed assets were recognized, resulting in a decrease in goodwill of ¥61,272 million. For more information, see “11. Business Combinations.”
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7. | Financial Instruments |
There are no material changes to be disclosed as of December 31, 2019 compared to March 31, 2019.
8. | Securities |
There are no material changes to be disclosed as of December 31, 2019 compared to March 31, 2019.
9. | Money Held in Trust |
There are no material changes to be disclosed as of December 31, 2019 compared to March 31, 2019.
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10. | Derivatives |
The following shows those derivatives as of December 31, 2019 which were deemed material in the management of our group company businesses and showed material changes as compared to those as of March 31, 2019.
I. | Interest rate-related derivatives |
(in millions of yen) | ||||||||||||||
March 31, 2019 | ||||||||||||||
Classification | Type of transaction | Contract amount | Fair value | Valuation gains (losses) | ||||||||||
Transactions listed on exchanges | Interest rate futures | ¥ | 9,674,566 | ¥ | (1,720 | ) | ¥ | (1,720 | ) | |||||
Interest rate options | 25,242,324 | 3,134 | (307 | ) | ||||||||||
Over-the-counter | Forward rate agreements | 93,293,925 | 222 | 222 | ||||||||||
(“OTC”) transactions | Interest rate swaps | 1,093,092,633 | 315,379 | 315,379 | ||||||||||
Interest rate swaptions | 48,329,182 | (120,578 | ) | 67,843 | ||||||||||
Other | 7,172,215 | 9,761 | (3,296 | ) | ||||||||||
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Total | — | ¥ | 206,198 | ¥ | 378,120 | |||||||||
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(Notes)
1. | The transactions above are stated at fair value and the related valuation gains (losses) are reported in the consolidated statements of income. |
2. | Those derivatives transactions to which the hedge accounting is applied as described in JICPA Industry Audit Committee Report No. 24 “Treatment for Accounting and Auditing of Application of Accounting Standard for Financial Instruments in the Banking Industry” (February 13, 2002) (“JICPA Industry Audit Committee Report No. 24”) and other relevant standards are excluded from the above table. |
(in millions of yen) | ||||||||||||||
December 31, 2019 | ||||||||||||||
Classification | Type of transaction | Contract amount | Fair value | Valuation gains (losses) | ||||||||||
Transactions listed on exchanges | Interest rate futures | ¥ | 13,935,706 | ¥ | (2,678 | ) | ¥ | (2,678 | ) | |||||
Interest rate options | 28,174,836 | (1,997 | ) | (268 | ) | |||||||||
OTC transactions | Forward rate agreements | 133,066,994 | (268 | ) | (268 | ) | ||||||||
Interest rate swaps | 1,115,121,708 | 550,240 | 550,240 | |||||||||||
Interest rate swaptions | 54,723,785 | (77,803 | ) | 93,075 | ||||||||||
Other | 7,906,711 | 10,056 | (1,219 | ) | ||||||||||
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Total | — | ¥ | 477,549 | ¥ | 638,881 | |||||||||
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(Notes)
1. | The transactions above are stated at fair value and the related valuation gains (losses) are reported in the consolidated statements of income. |
2. | Those derivatives transactions to which the hedge accounting is applied as described in JICPA Industry Audit Committee Report No. 24 and other relevant standards are excluded from the above table. |
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II. | Equity-related derivatives |
(in millions of yen) | ||||||||||||||
March 31, 2019 | ||||||||||||||
Classification | Type of transaction | Contract amount | Fair value | Valuation gains (losses) | ||||||||||
Transactions listed on exchanges | Stock index futures | ¥ | 655,562 | ¥ | 3,979 | ¥ | 3,979 | |||||||
Stock index options | 2,005,023 | (40,326 | ) | 8,145 | ||||||||||
OTC transactions | OTC securities option transactions | 1,092,998 | 11,422 | 29,415 | ||||||||||
OTC securities index swap transactions | 1,508,465 | 77,112 | 77,112 | |||||||||||
Forward transactions in OTC securities indexes | 19,194 | (104 | ) | (104 | ) | |||||||||
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Total | — | ¥ | 52,082 | ¥ | 118,547 | |||||||||
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(Notes)
1. | The transactions above are stated at fair value and the related valuation gains (losses) are reported in the consolidated statements of income. |
2. | Those derivatives transactions to which the hedge accounting is applied are excluded from the above table. |
(in millions of yen) | ||||||||||||||
December 31, 2019 | ||||||||||||||
Classification | Type of transaction | Contract amount | Fair value | Valuation gains (losses) | ||||||||||
Transactions listed on exchanges | Stock index futures | ¥ | 554,733 | ¥ | 3,493 | ¥ | 3,493 | |||||||
Stock index options | 2,130,742 | (26,312 | ) | 15,486 | ||||||||||
OTC transactions | OTC securities option transactions | 1,106,828 | 11,944 | 25,807 | ||||||||||
OTC securities index swap transactions | 1,964,035 | 24,288 | 24,288 | |||||||||||
Forward transactions in OTC securities indexes | 37,217 | (1,321 | ) | (1,321 | ) | |||||||||
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Total | — | ¥ | 12,093 | ¥ | 67,755 | |||||||||
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(Notes)
1. | The transactions above are stated at fair value and the related valuation gains (losses) are reported in the consolidated statements of income. |
2. | Those derivatives transactions to which the hedge accounting is applied are excluded from the above table. |
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III. | Bond-related derivatives |
(in millions of yen) | ||||||||||||||
March 31, 2019 | ||||||||||||||
Classification | Type of transaction | Contract amount | Fair value | Valuation gains (losses) | ||||||||||
Transactions listed on exchange | Bond futures | ¥ | 1,349,371 | ¥ | (4,719 | ) | ¥ | (4,719 | ) | |||||
Bond futures options | 3,794,762 | 1,388 | (2,935 | ) | ||||||||||
OTC transactions | Bond OTC options | 217,083 | (547 | ) | (576 | ) | ||||||||
Bond forward contracts | 965,095 | (4,991 | ) | (4,991 | ) | |||||||||
Bond OTC swaps | 408,150 | 6,637 | 6,637 | |||||||||||
Total return swaps | 236,994 | 3,464 | 3,464 | |||||||||||
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Total | — | ¥ | 1,232 | ¥ | (3,120 | ) | ||||||||
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(Notes)
1. | The transactions above are stated at fair value and the related valuation gains (losses) are reported in the consolidated statements of income. |
2. | Those derivatives transactions to which the hedge accounting is applied are excluded from the above table. |
(in millions of yen) | ||||||||||||||
December 31, 2019 | ||||||||||||||
Classification | Type of transaction | Contract amount | Fair value | Valuation gains (losses) | ||||||||||
Transactions listed on exchange | Bond futures | ¥ | 3,084,899 | ¥ | (1,774 | ) | ¥ | (1,774 | ) | |||||
Bond futures options | 8,266,881 | 2,275 | (3,047 | ) | ||||||||||
OTC transactions | Bond OTC options | 184,837 | 0 | (1 | ) | |||||||||
Bond forward contracts | 2,864,219 | 575 | 575 | |||||||||||
Bond OTC swaps | 389,761 | (2,895 | ) | (2,895 | ) | |||||||||
Total return swaps | 204,033 | 3,216 | 3,216 | |||||||||||
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Total | — | ¥ | 1,397 | ¥ | (3,927 | ) | ||||||||
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(Notes)
1. | The transactions above are stated at fair value and the related valuation gains (losses) are reported in the consolidated statements of income. |
2. | Those derivatives transactions to which the hedge accounting is applied are excluded from the above table. |
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11. | Business Combinations |
Business combination through acquisition
(Acquisition of Aviation Finance Lending Division from DVB Bank)
On November 18, 2019, MUFG Bank, Ltd. (“the Bank”), a consolidated subsidiary of MUFG, completed its acquisition (the “Transaction”) from DVB Bank SE in Germany (“DVB”) of DVB’s aviation finance lending portfolio, employees and other parts of the operating infrastructure based on an agreement among DVB, the Bank and BOT Lease Co., Ltd., an equity method affiliate of both MUFG and the Bank.
I. | Overview of the business combination |
(1) | Name of counterparty and business description |
Name of counterparty DVB Bank SE
Business description Aviation financing
(2) | Main objectives of the business combination |
The Transaction is intended to improve MUFG’s ability to offer solutions to MUFG’s clients by enhancing MUFG’s Global Corporate Investment Banking Business platform in terms of higher returns, portfolio diversification, broadening MUFG’s customer base and securing experienced professionals through the Transaction.
(3) | Date of the business combination |
November 18, 2019
(4) | Legal form of the business combination |
Acquisition of business
II. | Period in which the operating results of the acquired business were reflected in the consolidated statements of income |
The operating results of the acquired business from November 18, 2019 to December 31, 2019 were included in the consolidated statements of income. |
III. | Acquisition cost relating to the acquisition and components thereof |
Consideration for the acquired business | Cash | ¥ | 514,869 million | |||
Acquisition cost | ¥ | 514,869 million |
The acquisition cost relating to the acquisition has not been determined, and the amount shown above has been calculated on a preliminary basis. |
IV. | Amount of goodwill recorded, reason for goodwill recorded, amortization method and amortization period |
(1) | Amount of goodwill recorded |
¥22,775 | million |
The amount of goodwill has been calculated on a preliminary basis since allocation of acquisition cost is yet to be completed.
(2) | Reason for goodwill recorded |
The recorded goodwill reflected expected increases in profits from future business operations.
(3) | Amortization method and amortization period |
Straight-line method over 20 years
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(Additional Information)
(Colonial First State Group Limited Subsidiaries became consolidated subsidiaries through a share acquisition)
On August 2, 2019, Mitsubishi UFJ Trust and Banking Corporation (“the Trust Bank”), a consolidated subsidiary of MUFG, acquired 100% of the shares in each of nine subsidiaries of Colonial First State Group Limited from Australian financial group Commonwealth Bank of Australia and its wholly-owned subsidiary Colonial First State Group Limited, and the nine subsidiaries became consolidated subsidiaries of MUFG and the Trust Bank.
On September 16, 2019, the nine subsidiaries and their subsidiaries rebranded themselves as First Sentier Investors (“FSI”) in Australia.
As of September 30, 2019, post-acquisition price adjustments, determination of identifiable assets, liabilities and their fair value, and allocation of acquisition cost were yet to be completed.
Accordingly, the business combination transaction was accounted for, on a preliminary basis, based on information reasonably available as of the same date.
In the third quarter ended December 31, 2019, post-acquisition price adjustments and allocation of acquisition cost were updated based on reasonably available information.
As a result, intangible fixed assets related to customer relationship of ¥97,204 million were recognized, resulting in a decrease in goodwill of ¥61,272 million from ¥245,386 million as of September 30, 2019 to ¥184,114 million as of December 31, 2019.
As of December 31, 2019, post-acquisition price adjustments and allocation of acquisition cost were still yet to be completed. Accordingly, the business combination transaction was accounted for, on a preliminary basis, based on information reasonably available as of the same date.
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12. | Per Share Information |
The bases for the calculation of basic earnings per common share and diluted earnings per common share for the periods indicated were as follows:
(in yen) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Basic earnings per common share | ¥ | 66.67 | ¥ | 45.23 | ||||
Diluted earnings per common share | 66.43 | 45.07 | ||||||
(in millions of yen) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Profits attributable to owners of parent | ¥ | 872,232 | ¥ | 584,278 | ||||
Profits not attributable to common shareholders | — | — | ||||||
Profits attributable to common shareholders of parent | 872,232 | 584,278 | ||||||
(in thousands) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Average number of common shares during the periods | 13,081,212 | 12,916,075 | ||||||
(in millions of yen) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Diluted earnings per share | ||||||||
Adjustments to profits attributable to owners of parent | ¥ | (3,194 | ) | ¥ | (2,142 | ) | ||
Adjustments related to dilutive shares of consolidated subsidiaries and others | (3,194 | ) | (2,142 | ) | ||||
(in thousands) | ||||||||
For the nine months ended December 31, | ||||||||
2018 | 2019 | |||||||
Increase in common shares | 484 | 166 |
For the nine months ended December 31, | ||||
2018 | 2019 | |||
Description of antidilutive securities which were not included in the calculation of diluted earnings per common share but which materially changed after the end of the previous fiscal year | — | Share subscription rights issued by equity method affiliates: Morgan Stanley Stock options and others — 2 million units as of September 30, 2019 |
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13. | Subsequent Events |
I. | Cancellation of Own Shares |
Based on a resolution of the Board of Directors on November 13, 2019, MUFG cancelled own shares on January 20, 2020 in accordance with the provisions of Article 178 of the Company Act.
(1) | Reason of the cancellation: To enhance shareholder returns, improve capital efficiency and conduct capital management flexibly |
(2) | Type of shares canceled: Common shares of MUFG |
(3) | Number of shares canceled: 85,775,400 shares (equivalent to 0.62% of the total number of shares issued before the cancellation) |
(4) | Cancellation date: January 20, 2020 |
II. | Redemption of Preferred Securities |
MUFG approved redemption of all of the preferred securities(“Non-dilutive Preferred Securities”) issued by an overseas special purpose company, which is a subsidiary of MUFG on December 3, 2019, and theNon-dilutive Preferred Securities were redeemed on January 27, 2020.
An outline of the redeemedNon-dilutive Preferred Securities is as follows.
Issuer | MUFG Capital Finance 9 Limited | |||
Type of securities | Series AJPY-denominated fixed/floating ratenon-cumulative preferred securities | Series BJPY-denominated fixed/floating ratenon-cumulative preferred securities | ||
TheNon-dilutive Preferred Securities rank, as to rights to a liquidation preference, effectively pari passu with the preferred shares issued by MUFG which rank most senior in priority of payment as to liquidation distribution. | ||||
Maturity | Perpetual Provided, however, that the issuer may, at its discretion, redeem all or part of theNon-dilutive Preferred Securities on a dividend payment date in January 2020 or thereafter. | |||
Dividends | Dividend Rate 4.52% per annum (Fixed rate until January 2020) Floating rate after January 2020 | Dividend Rate 4.02% per annum (Fixed rate until January 2020) | ||
Issue amount | JPY 130,000,000,000 | JPY 110,000,000,000 | ||
Issue date | July 29, 2009 | |||
Redemption amount | JPY 130,000,000,000 | JPY 110,000,000,000 | ||
Redemption price | JPY 10,000,000 per preferred security(equal to the issue price) |
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