Mail Stop 4561
February 23, 2006
Haijime Sugizaki
Chief Financial Officer
Mitsubishi Tokyo Financial Group, Inc.
4-1, Marunouchi 2- chome
Chiyoda-ku, Tokyo 100-6326 Japan
RE: Mitsubishi Tokyo Financial Group, Inc.
Form 20-F for Fiscal Year Ended March 31, 2005
File No. 333-98061-99
Dear Mr. Sugizaki:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Please provide a written response to
our
comments. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Consolidated Financial Statements
Note 5 - Investment Securities, page F-25
1. We note your disclosure on page 59 that as part of the business
revitalization plan of Mitsubishi Motors, Bank of Tokyo-Mitsubishi
and Mitsubishi Trust Bank purchased common and preferred shares of
Mitsubishi Motors, including amounts related to a debt-for-equity
swap. Please tell us and in future filings disclose the following
regarding these transactions:
* the terms and carrying amount of debt swapped for equity;
* how the equity investments are carried on your balance sheet
(i.e.
fair market value or cost); and
* specifically how you presented these transactions in your
Statements of Cash Flows.
Note 6 - Loans
Loan Securitization, page F-34
2. We note your disclosure that you did not possess any retained
interests associated with your mortgage loan securitizations at
March
31, 2005. We also note that you provide servicing and advancing
line
for loans transferred to the trust. Please tell us the following
regarding your securitizations:
* the nature and terms of the securitization transactions;
* the gross and carrying amount of servicing asset or liability
recorded resulting from your obligation to service the transferred
loans; and
* describe how you provide an advancing line for loans transferred
to
the trust.
Note 10 - Income Taxes, page F-38
3. We note your disclosure on page F-41 that you recorded
reductions
to your deferred tax valuation allowance for fiscal years ended
March
31, 2004 and 2005 which primarily reflected a decrease of
operating
loss carryforwards of your domestic subsidiaries. Please tell us
and
in future filings disclose why there was a decrease of operating
loss
carryforwards and how you determined the amount of your deferred
tax
valuation allowance as of March 31, 2004 and March 31, 2005. In
your
analysis, please describe how the March 2004 extension of the
period
for operating loss carryfowards from 5 to 7 years impacted your
analysis. Refer to paragraphs 20 - 26 of SFAS 109.
Note 24 - Derivative Financial Instruments, page F-74
4. For each type of hedged item, separately by fair value hedge or
cash flow hedge, please tell us how you determined that the
relationship met the criteria for hedge accounting pursuant to
paragraphs 20, 21, 28 and 29 of SFAS 133. Specifically address
the
following:
? the nature and terms of the hedged item and derivative
instrument;
? the specific identified risk being hedged; and
? the quantitative measures you use to assess effectiveness of
each hedge both at inception and on an ongoing basis.
5. Please tell us whether you use the short-cut method or matched
terms for assuming no hedge ineffectiveness to qualify any of your
hedging relationships for hedge accounting treatment under SFAS
133.
If so, please tell us for each hedging relationship how you
determine
that the hedging relationship meets each of the conditions in
paragraph 65 or 68 of SFAS 133.
6. Please tell us whether you aggregate similar assets and
liabilities and hedge as a portfolio. If so, provide us with a
comprehensive analysis explaining how you apply SFAS133
Implementation Issue F11 to these hedging relationships.
* * * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Sharon Blume, Staff Accountant, at (202)
551-
3474 or me at (202) 551-3449 if you have questions.
Sincerely,
Joyce Sweeney
Accounting Branch
Chief
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Mr. Hajime Sugizaki
Mitsubishi Tokyo Financial Group, Inc.
February 23, 2006
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