FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 1-15270
Supplement for the month of December 2005.
NOMURA HOLDINGS, INC.
(Translation of registrants name into English)
9-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
Japan
(Address of principal executive offices)
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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
EXHIBIT
Exhibit Number | ||
1. | [(English Translation) Interim Report Pursuant to The Securities and Exchange Law of Japan for The Six Months Ended September 30, 2005] |
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.
NOMURA HOLDINGS, INC. | ||||||||
Date: December 20, 2005 | ||||||||
By: | /s/ Tetsu Ozaki | |||||||
Tetsu Ozaki Senior Managing Director |
Interim Report Pursuant to The Securities and Exchange Law of Japan for The Six Months Ended September 30, 2005
Items included in the Interim Report
Page | ||
Item 1. Information on the Company and Its Subsidiaries and Affiliates |
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2 | ||
4 | ||
3. Subsidiaries and Affiliates |
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4. Employees |
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5 | ||
11 | ||
11 | ||
4. Research and Development, Patent and Licenses, etc. |
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Item 3. Property, Plants and Equipment |
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1. Principal Properties |
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2. Prospects of New Capital Expenditure, Abandonment, and Other |
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12 | ||
29 | ||
3. Directors and Senior Management |
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Preparation Method of Consolidated Financial Statements and Nonconsolidated Financial Statements and Semi-annual Audit Certificate | 30 | |
31 | ||
31 | ||
33 | ||
35 | ||
36 | ||
37 | ||
39 | ||
61 | ||
62 | ||
62 | ||
62 | ||
64 | ||
66 | ||
69 | ||
70 | ||
71 | ||
79 | ||
Item 6. Reference Information |
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PART II Information on Guarantor of the Company |
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80 | ||
Note: Translations for the underlined items are attached to this form as below. |
1
Item 1. Information on the Company and Its Subsidiaries and Affiliates
(1) Selected consolidated financial data
Six months ended 2003 |
Six months ended 2004 |
Six months ended 2005 |
Year ended March 31, 2004 |
Year ended March 31, 2005 |
|||||||||||||
Revenue |
(Mil yen) | 547,088 | 504,123 | 947,979 | 1,045,936 | 1,126,237 | |||||||||||
Net revenue |
(Mil yen) | 414,774 | 370,769 | 668,980 | 803,103 | 799,190 | |||||||||||
Income before income taxes |
(Mil yen) | 159,251 | 88,673 | 148,313 | 282,676 | 204,835 | |||||||||||
Net income |
(Mil yen) | 86,686 | 44,048 | 69,202 | 172,329 | 94,732 | |||||||||||
Shareholders equity |
(Mil yen) | 1,705,548 | 1,829,788 | 1,869,148 | 1,785,688 | 1,868,429 | |||||||||||
Total assets |
(Mil yen) | 27,238,887 | 32,566,870 | 36,069,965 | 29,752,966 | 34,488,853 | |||||||||||
Shareholders equity per share |
(Yen) | 878.34 | 942.50 | 981.51 | 919.67 | 962.48 | |||||||||||
Net income per share basic |
(Yen) | 44.71 | 22.69 | 36.01 | 88.82 | 48.80 | |||||||||||
Net income per share diluted |
(Yen) | 44.71 | 22.68 | 35.95 | 88.82 | 48.77 | |||||||||||
Shareholders equity as a percentage of total assets |
(%) | 6.3 | 5.6 | 5.2 | 6.0 | 5.4 | |||||||||||
Cash flows from operating activities |
(Mil yen) | 107,023 | (367,309 | ) | (433,741 | ) | (78,375 | ) | (278,929 | ) | |||||||
Cash flows from investing activities |
(Mil yen) | 95,276 | (58,369 | ) | (17,185 | ) | 45,471 | (32,564 | ) | ||||||||
Cash flows from financing activities |
(Mil yen) | (24,895 | ) | 223,970 | 563,203 | 198,017 | 385,061 | ||||||||||
Cash and cash equivalents at end of the period |
(Mil yen) | 654,158 | 449,598 | 840,583 | 637,372 | 724,637 | |||||||||||
Number of staffs [Average number of temporary staffs, excluded from above] |
12,296 [3,057 |
] |
14,423 [3,378 |
] |
14,768 [3,660 |
] |
13,987 [3,107 |
] |
14,344 [3,563 |
] |
2
(Notes) |
1 | The selected consolidated financial data are stated in accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP). |
2 | Changes in the fair value of derivatives that are economically used to hedge non - trading assets and liabilities, but that do not meet the criteria in SFAS No.133 to qualify as an accounting hedge, are reported as either net gain on trading, interest revenue, or interest expenses, depending on the nature of the transaction. Effective with the year ended March 31, 2005 and the six months ended September 30, 2005, changes in the fair value of both the embedded derivative and related economic hedges are netted. Such amounts previously reported have been reclassified to conform to the current year presentation. The amounts previously reported are as follows: |
Six months ended 2003 |
Six months ended 2004 |
Year ended March 31, 2004 | ||||||
Revenue |
(Mil yen) | 573,378 | 540,170 | 1,099,546 |
3 | Effective with the six months ended September 30, 2004, changes in Other secured borrowings which was previously included in Cash flows from financing activities are included in Cash flows from operating activities. Such amounts previously reported have been reclassified. The presented amounts before reclassification are as follows; |
Six months ended 2003 |
Year ended March 31, 2004 |
||||||||
Cash flows from operating activities |
(Mil yen | ) | (30,697 | ) | (1,825,894 | ) | |||
Cash flows from financing activities |
(Mil yen | ) | 112,825 | 1,945,536 |
4 | The consumption tax and local consumption tax on taxable transactions are accounted for based on the tax exclusion method. |
5 | Financial Advisor and Security Advisor with fixed-term employment contract have been included in the number of stuffs since March 31, 2004 and September 30, 2004. |
6 | In addition to the numbers presented above, the number of staffs in investee companies of private equity investments that were consolidated as subsidiaries on the consolidated financial statements as of September 30, 2005 was 9,982 and the average number of temporary staffs in those investee companies was 8,858. |
3
(2) Selected nonconsolidated financial data
Six months ended September 30, 2003 |
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2004 |
Year ended March 31, 2005 | ||||||||
Operating revenue |
(Mil yen) | 66,694 | 214,995 | 153,396 | 135,341 | 269,600 | ||||||
Ordinary income |
(Mil yen) | 21,751 | 171,105 | 110,494 | 39,448 | 179,408 | ||||||
Net income (loss) |
(Mil yen) | 19,207 | 171,055 | 107,627 | 33,374 | 148,113 | ||||||
Common stock |
(Mil yen) | 182,799 | 182,800 | 182,800 | 182,799 | 182,800 | ||||||
Number of issued shares |
(1000 shares) | 1,965,919 | 1,965,920 | 1,965,920 | 1,965,919 | 1,965,920 | ||||||
Shareholders equity |
(Mil yen) | 1,355,565 | 1,519,731 | 1,536,612 | 1,367,005 | 1,485,538 | ||||||
Total assets |
(Mil yen) | 2,321,921 | 2,969,025 | 3,269,931 | 2,469,719 | 3,010,792 | ||||||
Interim Dividend per share [dividend per share] |
(Yen) | 7.50 | 10.00 | 12.00 | 15.00 | 20.00 | ||||||
Shareholders equity as a percentage of total assets |
(%) | 58.4 | 51.2 | 47.0 | 55.4 | 49.3 | ||||||
Number of staffs |
8 | 7 | 8 | 7 | 7 |
(Notes) 1 |
The consumption tax and local consumption tax on taxable transactions are accounted for based on the tax exclusion method. | |
2 |
The information presented above is based on the stand-alone information of Nomura Holdings, Inc (the Company). For information on shareholders equity per share, net income per share and net income per share-diluted, see the consolidated financial data of the Company. | |
3 |
The Company introduced the interim dividend system from the six month period ended September 30, 2003. | |
4 |
The amounts presented from September 30, 2004 are rounded whereas the amounts for previous terms are truncated. |
There was no significant change for the business of Nomura Holdings, Inc. and its affiliated companies (consolidated subsidiaries and variable interest entities 166, equity method affiliates 17) for the six months ended September 30, 2005.
4
Item 2. Operating and Financial Review
(1) Summary
Nomura Holdings, Inc. and its consolidated subsidiaries (Nomura) reported net revenue of ¥669.0 billion for the six months ended September 30, 2005, an increase of 80% from the same period in the prior year. Non-interest expenses were ¥520.7 billion for the six months ended September 30, 2005, an increase of 85% from the same period in the prior year. As a result, income before income taxes was ¥148.3 billion for the six months ended September 30, 2005, an increase of 67% from the same period in the prior year and net income for the six months ended September 30, 2005 was ¥69.2 billion, an increase of 57% from the same period in the prior year.
Cash and cash equivalents at September 30, 2005 increased by ¥115.9 billion compared with March 31, 2005 (a decrease of ¥187.8 billion for the same period in the prior year). Net cash used in operating activities was ¥433.7 billion (net cash used in operating activities for the same period in the prior year was ¥367.3 billion), mainly due to an increase in net trading-related balances. Trading-related balances are comprised of Trading assets and private equity investment, Collateralized agreements, Trading liabilities, Collateralized financing, Receivables/payables before settlement date (which are included in Receivables/Payables) and others. Net cash used in investing activities was ¥17.2 billion (net cash used in investing activities for the same period in the prior year was ¥58.4 billion) mainly due to purchases of office buildings, land, equipment and facilities. Net cash provided by financing activities was ¥563.2 billion (net cash provided by financing activities for the same period in the prior year was ¥224.0 billion) mainly due to an increase in borrowings.
5
The breakdown of Net revenue and Non-interest expenses on the consolidated income statements are as follows.
Six months ended September 30, 2004 (Mil Yen) |
Six months ended September 30, 2005 (Mil Yen) | |||||||||
Commissions |
115,118 | 132,650 | ||||||||
Brokerage commissions |
84,169 | 82,556 | ||||||||
Commissions for distribution of investment trust |
19,457 | 37,110 | ||||||||
Other |
11,492 | 12,984 | ||||||||
Fees from investment banking |
47,773 | 38,787 | ||||||||
Underwriting and distribution |
37,004 | 25,644 | ||||||||
M&A / financial advisory fees |
10,752 | 13,103 | ||||||||
Other |
17 | 40 | ||||||||
Asset management and portfolio service fees |
38,030 | 44,891 | ||||||||
Asset management fees |
32,569 | 38,894 | ||||||||
Other |
5,461 | 5,997 | ||||||||
Net gain on trading |
76,640 | 114,649 | ||||||||
Merchant banking |
3,247 | 4,222 | ||||||||
Equity trading |
28,324 | 54,294 | ||||||||
Fixed income and other trading |
45,069 | 56,133 | ||||||||
(Loss) on private equity investments |
(1,599 | ) | (243 | ) | ||||||
Net interest |
49,639 | 38,352 | ||||||||
(Loss) gain on investments in equity securities |
(1,353 | ) | 28,374 | |||||||
Private equity entities product sales |
33,226 | 250,307 | ||||||||
Other |
13,295 | 21,213 | ||||||||
Net revenue |
370,769 | 668,980 | ||||||||
Six months ended September 30, 2004 (Mil Yen) |
Six months ended September 30, 2005 (Mil Yen) | |||||||||
Compensation and benefits |
130,149 | 176,294 | ||||||||
Commissions and floor brokerage |
12,911 | 25,514 | ||||||||
Information processing and communications |
39,417 | 44,745 | ||||||||
Occupancy and related depreciation |
26,260 | 72,563 | ||||||||
Business development expenses |
13,196 | 21,753 | ||||||||
Private equity entities cost of goods sold |
21,092 | 110,711 | ||||||||
Other |
39,071 | 69,087 | ||||||||
Non-interest expenses |
282,096 | 520,667 | ||||||||
6
Business Segment Information
Results by business segment are as follows. Nomura operated three business segments until March 31, 2005:Domestic Retail, Global Wholesale and Asset Management. From April 1, 2005, Nomura has reorganized its business segments into five segments from the previous three. Of these, Global Wholesale has been split into Global Markets, Global Investment Banking, and Global Merchant Banking in anticipation of future business growth and to ensure mobility in entering new business.
Reconciliations of Net revenue and Income before income taxes on segment results of operations and the consolidated income statements are set forth in Consolidated Financial Statements, Note 13. Segment information.
Net revenue
Six months ended September 30, 2004 (Mil Yen) |
Six months ended September 30, 2005 (Mil Yen) | |||
Domestic Retail |
151,731 | 186,246 | ||
Global Markets |
116,685 | 127,499 | ||
Global Investment Banking |
35,819 | 33,238 | ||
Global Merchant Banking |
411 | 3,608 | ||
Asset Management |
20,667 | 26,374 | ||
Other (Inc. elimination) |
14,965 | 14,273 | ||
Total |
340,278 | 391,238 | ||
Income (loss) before income taxes
Six months ended September 30, 2004 (Mil Yen) |
Six months ended September 30, 2005 (Mil Yen) |
|||||
Domestic Retail |
43,517 | 71,727 | ||||
Global Markets |
33,997 | 30,794 | ||||
Global Investment Banking |
13,679 | 11,286 | ||||
Global Merchant Banking |
(5,023 | ) | (1,174 | ) | ||
Asset Management |
2,963 | 7,263 | ||||
Other (Inc. elimination) |
23 | (974 | ) | |||
Total |
89,156 | 118,922 | ||||
7
Domestic Retail
Domestic Retail has further strengthened its capabilities to provide investment consultation services in order to respond to customers investment needs by offering stocks, investment trusts, domestic bonds, foreign currency bonds and a variety of other financial products. Net revenue increased by 23% from ¥151,731 million for the six months ended September 30, 2004 to ¥186,246 million for the six months ended September 30, 2005. Non-interest expenses increased by 6% from ¥108,214 million for the six months ended September 30, 2004 to ¥114,519 million for the six months ended September 30, 2005. As a result, income before income taxes increased by 65% from ¥43,517 million for the six months ended September 30, 2004 to ¥71,727 million for the six months ended September 30, 2005.
Global Markets
Net revenue increased by 9% from ¥116,685 million for the six months ended September 30, 2004 to ¥127,499 million for the six months ended September 30, 2005, due primarily to an improved trading environment, as well as a steady increase in customers order flow. Non-interest expenses increased by 17% from ¥82,688 million for the six months ended September 30, 2004 to ¥96,705 million for the six months ended September 30, 2005. As a result, income before income taxes decreased by 9% from ¥33,997 million for the six months ended September 30, 2004 to ¥30,794 million for the six months ended September 30, 2005.
Global Investment Banking
Net revenue decreased by 7% from ¥35,819 million for the six months ended September 30, 2004 to ¥33,238 million for the six months ended September 30, 2005, due primarily to a reduction in volume of equity finance. Although net revenue benefited from growth in M&A advisory services. Non-interest expenses decreased by 1% from ¥22,140 million for the six months ended September 30, 2004 to ¥21,952 million for the six months ended September 30, 2005. As a result, income before income taxes decreased by 17% from ¥13,679 million for the six months ended September 30, 2004 to ¥11,286 million for the six months ended September 30, 2005.
Global Merchant Banking
Net revenue increased from ¥411 million for the six months ended September 30, 2004 to ¥3,608 million for the six months ended September 30, 2005, due primarily to realized gains and unrealized gains/losses on private equity investments. Non-interest expenses decreased by 12% from ¥5,434 million for the six months ended September 30, 2004 to ¥4,782 million for the six months ended September 30, 2005. As a result, loss before income taxes was ¥5,023 million for the six months ended September 30, 2004 and ¥1,174 million for the six months ended September 30, 2005.
Asset Management
Net revenue increased by 28% from ¥20,667 million for the six months ended September 30, 2004 to ¥26,374 million for the six months ended September 30, 2005, due primarily to an increase in asset management and portfolio service fees reflecting the rise in the net assets of investment trusts offering frequent distributions. Non-interest expenses increased by 8% from ¥17,704 million for the six months ended September 30, 2004 to ¥19,111 million for the six months ended September 30, 2005. As a result, income before income taxes increased by 145% from ¥2,963 million for the six months ended September 30, 2004 to ¥7,263 million for the six months ended September 30, 2005.
Other Operating Results
Other operating results include gain (loss) on investment securities, equity in earnings (losses) of affiliates and other financial adjustments. Loss before income taxes for Other was ¥974 million for the six months ended September 30, 2005, while income before income taxes for Other was ¥23 million for the six months ended September 30, 2004.
Geographic Information
Please refer to Note 13 about net revenue and income before income taxes by geographic.
8
(2) Trading Activities
Assets and liabilities for trading purposes
The balances of assets and liabilities for trading purposes at September 30, 2004 and 2005 are as follows.
September 30, 2004 (Mil Yen) |
September 30, 2005 (Mil Yen) | |||
Trading assets and Private equity investments |
15,455,593 | 13,620,231 | ||
Securities inventory |
14,690,911 | 12,852,741 | ||
Equity securities and convertible bonds |
2,572,387 | 2,828,106 | ||
Government and government agency bonds |
8,849,148 | 6,843,902 | ||
Bank and corporate debt securities |
1,514,583 | 1,333,421 | ||
Commercial paper and certificates of deposit |
70,999 | 28,999 | ||
Options and warrants |
63,980 | 122,887 | ||
Mortgage and mortgage-backed securities |
950,151 | 1,539,093 | ||
Beneficiary certificates and other |
669,663 | 156,333 | ||
Derivative contracts |
463,301 | 431,660 | ||
Foreign exchange forwards |
32,539 | 55,310 | ||
Forward rate agreements and other over the counter forwards |
1,692 | 1,825 | ||
Swap agreements |
306,923 | 231,083 | ||
Options other than securities options purchased |
122,147 | 143,442 | ||
Private equity investments |
301,381 | 335,830 | ||
Trading liabilities |
6,641,499 | 5,893,002 | ||
Securities sold but not yet purchased |
6,201,379 | 5,351,742 | ||
Equity securities and convertible bonds |
685,519 | 486,753 | ||
Government and government agency bonds |
5,102,916 | 4,348,091 | ||
Bank and corporate debt securities |
324,147 | 301,227 | ||
Options and warrants |
79,288 | 208,017 | ||
Mortgage and mortgage-backed securities |
6,026 | 560 | ||
Beneficial certificates and other |
3,483 | 7,094 | ||
Derivative contracts |
440,120 | 541,260 | ||
Foreign exchange forwards |
20,780 | 43,130 | ||
Forward rate agreements and other over the counter forwards |
398 | 13,605 | ||
Swap agreements |
336,997 | 350,567 | ||
Options other than securities options written |
81,945 | 133,958 | ||
9
Risk management of trading activity
Nomura adopts Value at Risk (VaR) for measurement of market risk to the trading activity.
1) | Assumption on VaR |
2.33 standard deviations 99% confidence level
Holding period: One day
Consider correlation of price movement among the products
2) | Records of VaR |
September 30, 2004 (Bil Yen) |
September 30, 2005 (Bil Yen) |
|||||
Equity |
5.6 | 3.9 | ||||
Interest rate |
2.6 | 3.1 | ||||
Foreign exchange |
0.3 | 1.0 | ||||
Sub-total |
8.5 | 8.0 | ||||
Diversification benefit |
(2.4 | ) | (2.7 | ) | ||
Value at Risk (VaR) |
6.1 | 5.3 | ||||
Six months ended September 30, 2005 | ||||||
Maximum (Bil Yen) |
Minimum (Bil Yen) |
Average (Bil Yen) | ||||
Value at Risk (VaR) |
7.1 | 3.8 | 5.4 |
10
The business environment which the Company is facing, continues to change at a rapid pace on the back of further structural adjustments in the domestic money flows as well as deregulation taking place within the economy.
In this environment, the Company will continue to analyze markets, viewing the securities business from a wider perspective, accelerate its global operations to meet the diverse requirements of our customers on a prompt, flexible basis, with the ultimate objective in providing the best service for various types of investment advice.
In Domestic Retail, the Company will aim to shift personal financial assets away from bank savings to securities market, expanding and strengthen our customer base. For that purpose, we will continue to take a Core Value Formation strategy, in which we aim to serve products and services that our customers find to be of value. We will also continue our efforts to provide education to investors in order to expand the overall investor universe towards the securities market.
In Global Markets, the Company through close coordination with Domestic Retail, Global Investment Banking, will provide high value added solutions in the field of Global Fixed Income, Global Equity and Asset Finance, through the application of financial technology such as securitization and derivatives, provide liquidity, to financial products such as interest rates, foreign exchange, credit, equity and real estate related products.
In Global Investment Banking, the Company will fully utilize its network to provide high value added solutions to increase their share holders value, such as M&A for capital structure changes or business expansion.
In Global Merchant Banking, the Company through co-work with other business lines, will try to maximize the value of our investments by improving rationality of companies and exit process, thus increasing the business area of Nomura Group.
In Asset Management, the Company will continue in maintaining a structure which can continuously add value by concentrating our operations, enhancing research capabilities improving our analysis. The company also aims to increase its asset under management through increase a variety of investment opportunities they can offer and its sales channel to investor. In defined contribution pension plan business, the company will increase their customer base by offer their integrated services which include from consulting for plan implementation to offer individual product.
Nomura Group will aim to fully utilize its combined strengths on an expedient basis, continuing its efforts in the development of the Japanese economy and expansion of its financial market, while expanding our client horizon to strengthen our earnings base, for enhancing shareholders value.
Not applicable
11
(1) Total Number of Shares
a. Number of Authorized Share Capital
Type |
Authorized Share Capital (shares) | |
Common Stock | 6,000,000,000 | |
Total |
6,000,000,000 |
b. Issued Shares
Type |
Number of Issued Shares as of September 30, 2005 |
Number of Issued Shares as of December 2, 2005 |
Trading Markets | |||
Common Stock |
1,965,919,860 | 1,965,919,860 | Tokyo Stock Exchange (*3)
Osaka Stock Exchange (*3)
Nagoya Stock Exchange (*3)
Singapore Stock Exchange (*4)
New York Stock Exchange (*5) | |||
Total |
1,965,919,860 | 1,965,919,860 | | |||
Notes 1 | Voting rights pertained. | |
2 | Shares that may have increased from exercise of warrants and stock options between December 1, 2005 and December 2, 2005 are not included in the number of outstanding shares as of December 2, 2005. | |
3 | Listed on the First Section of each stock exchange. | |
4 | Common stock listed. | |
5 | American Depositary Shares listed. |
12
(2) Stock Options
a. Stock Acquisition Right
Resolved by the special resolution at the General Shareholders Meeting on June 26, 2002
End of Interim Accounting Period (September 30, 2005) |
End of Preceding Month to Filing of this Report (November 30, 2005) | |||
Number of Stock Acquisition Rights | 2,147(*1) | 2,130(*1) | ||
Type of Share under the Stock Acquisition Right | Common stock | Same as left | ||
Number of Shares under the Stock Acquisition Rights | 2,147,000 | 2,130,000 | ||
The Amount to be Paid upon Exercising the Stock Acquisition Right | ¥1,804 per share | Same as left | ||
Exercise Period of the Stock Acquisition Right | From July 1, 2004 to June 30, 2009 | Same as left | ||
Issue Price of Shares and Capital Inclusion Price if Shares Are Issued upon Exercise of the Stock Acquisition Rights | Issue Price of Shares ¥1,804 Capital Inclusion Price ¥903 |
Same as left | ||
Conditions to Exercise of Stock Acquisition Right | 1. Not to be partial exercise of one stock acquisition right. |
|||
2. For a person given Stock Acquisition Right (the Optionee), to satisfy all of the following conditions: (1) The Optionee maintains position as a director, statutory auditor or employee of the Company or a company, a majority of whose outstanding shares or interests (only limited to those with voting rights) are held directly or indirectly by the Company (hereinafter collectively referred to as the Companys Subsidiary), during the time between the grant of the stock acquisition rights and the exercise. The Optionee is deemed to maintain such a position as a director, statutory auditor or employee of the Company or the Companys Subsidiary in case the Optionee loses such a position by either of the following situations: a) Regarding the Optionee as a director or statutory auditor of the Company or the Companys Subsidiary: retirement from office on account of the expiration of the Optionees term of office or other similar reasons; or b) Regarding the Optionee as an employee of the Company or the Companys Subsidiary: retirement due to the attainment of the retirement age, transfer by order of the Company or the Companys Subsidiary, retirement mainly due to sickness or injuries arising out of duty, discharge for a compelling business reason, or other similar reasons. (2) The Optionee, at the time of exercising the stock acquisition rights, does not fall within either of the following cases: a) The Company or the Companys Subsidiary determines in accordance with their Employment Regulations to dismiss the Optionee by suggestion or disciplinary procedures; or b) There is any other reason similar to a).
3. Regarding the successors of the Optionee, the Optionee must have satisfied both conditions of the 2.(1) and (2) above, immediately prior to the occurrence of succession. |
Same as left | |||
Restriction of Transfer of Stock Acquisition Rights | Approval of the board of directors shall be required for transfer of the stock acquisition rights. | Same as left |
13
(Notes) | 1. 1,000 shares will be issued per one stock acquisition right. |
2. | In the event that the shares are split or consolidated, the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen. |
Adjusted Exercise Price = Exercise Price before Adjustment × | 1 | |
Ratio of Split or Consolidation |
In the event that the Company issues new shares or sells its treasury shares at a price less than market price (excluding for the exercise of the stock acquisition rights, conversion of outstanding convertible bonds and the exercise of the stock subscription rights), the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen.
Adjusted Exercise Price = |
Exercise Price before Adjustment × |
Number of Outstanding Shares + |
Number of Newly Issued Shares and/or Treasury
| |||||
Shares Sold × Paid-in Amount Per Share | ||||||||
Market Price per Share | ||||||||
Number of (Outstanding + Newly Issued Shares and/or Treasury Shares Sold) |
3. | Senior managing director is treated in accordance with the director. |
14
Resolved by the 99th General Shareholders Meeting on June 26, 2003
End of Interim Accounting Period (September 30, 2005) |
End of Preceding Month to Filing of this Report (November 30, 2005) | |||
Number of Stock Acquisition Rights | 2,171(*1) | 2,158(*1) | ||
Type of Share under the Stock Acquisition Right | Common stock | Same as left | ||
Number of Shares under the Stock Acquisition Rights | 2,171,000 | 2,158,000 | ||
The Amount to be Paid upon Exercising the Stock Acquisition Right | ¥1,629 per share | Same as left | ||
Exercise Period of the Stock Acquisition Right | From July 1, 2005 to June 30, 2010 | Same as left | ||
Issue Price of Shares and Capital Inclusion Price if Shares Are Issued upon Exercise of the Stock Acquisition Rights | Issue Price of Shares ¥1,629 Capital Inclusion Price ¥815 |
Same as left | ||
Conditions to Exercise of Stock Acquisition Right | 1. Not to be partial exercise of one stock acquisition right. |
|||
2. For a person given Stock Acquisition Right (the Optionee), to satisfy all of the following conditions: (1) The Optionee maintains position as a director, senior managing director or employee of the Company or a company, a majority of whose outstanding shares or interests (only limited to those with voting rights) are held directly or indirectly by the Company (hereinafter collectively referred to as the Companys Subsidiary), during the time between the grant of the stock acquisition rights and the exercise. The Optionee is deemed to maintain such a position as a director, senior managing director or employee of the Company or the Companys Subsidiary in case the Optionee loses such a position by either of the following situations: a) Regarding the Optionee as a director or senior managing director of the Company or the Companys Subsidiary: retirement from office on account of the expiration of the Optionees term of office or other similar reasons; or b) Regarding the Optionee as an employee of the Company or the Companys Subsidiary: retirement due to the attainment of the retirement age, transfer by order of the Company or the Companys Subsidiary, retirement mainly due to sickness or injuries arising out of duty, discharge for a compelling business reason, or other similar reasons. (2) The Optionee, at the time of exercising the stock acquisition rights, does not fall within either of the following cases: a) The Company or the Companys Subsidiary determines in accordance with their Employment Regulations to dismiss the Optionee by suggestion or disciplinary procedures; or b) There is any other reason similar to a).
3. Regarding the successors of the Optionee, the Optionee must have satisfied both conditions of 2.(1) and (2) above, immediately prior to the occurrence of succession. |
Same as left | |||
Restriction of Transfer of Stock Acquisition Rights | Approval of the board of directors shall be required for transfer of the stock acquisition rights. | Same as left |
15
(Notes) | 1. 1,000 shares will be issued per one stock acquisition right. |
2. | In the event that the shares are split or consolidated, the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen. |
Adjusted Exercise Price = Exercise Price before Adjustment × | 1 | |
Ratio of Split or Consolidation |
In the event that the Company issues new shares or sells its treasury shares at a price less than market price (excluding for the exercise of the stock acquisition rights, conversion of outstanding convertible bonds and the exercise of the stock subscription rights), the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen.
Adjusted Exercise Price = |
Exercise Price before Adjustment × |
Number of Outstanding Shares + |
Number of Newly Issued Shares and/or Treasury
| |||||
Shares Sold × Paid-in Amount Per Share | ||||||||
Market Price per Share | ||||||||
Number of (Outstanding + Newly Issued Shares and/or Treasury Shares Sold) |
16
Resolved by the 99th General Shareholders Meeting on June 26, 2003
End of Interim Accounting Period (September 30, 2005) |
End of Preceding Month to Filing of this Report (November 30, 2005) | |||
Number of Stock Acquisition Rights | 1,351(*1) | Same as left | ||
Type of Share under the Stock Acquisition Right | Common stock | Same as left | ||
Number of Shares under the Stock Acquisition Rights | 1,351,000 | Same as left | ||
The Amount to be Paid upon Exercising the Stock Acquisition Right | ¥1 per share | Same as left | ||
Exercise Period of the Stock Acquisition Right | From June 5, 2006 to June 4, 2011 | Same as left | ||
Issue Price of Shares and Capital Inclusion Price if Shares Are Issued upon Exercise of the Stock Acquisition Rights | Issue Price of Shares ¥1 Capital Inclusion Price ¥1 |
Same as left | ||
Conditions to Exercise of Stock Acquisition Right | 1. Not to be partial exercise of one stock acquisition right. |
|||
2. For a person given Stock Acquisition Right (the Optionee), to satisfy all of the following conditions: (1) The Optionee maintains position as a director, senior managing director or employee of the Company or a company, a majority of whose outstanding shares or interests (only limited to those with voting rights) are held directly or indirectly by the Company (hereinafter collectively referred to as the Companys Subsidiary), during the time between the grant of the stock acquisition rights and the exercise. The Optionee is deemed to maintain such a position as a director, senior managing director or employee of the Company or the Companys Subsidiary in case the Optionee loses such a position by either of the following situations: a) Regarding the Optionee as a director or senior managing director of the Company or the Companys Subsidiary: retirement from office on account of the expiration of the Optionees term of office or other similar reasons; or
b) Regarding the Optionee as an employee of the Company or the Companys Subsidiary: retirement due to the attainment of the retirement age, transfer by order of the Company or the Companys Subsidiary, retirement mainly due to sickness or injuries arising out of duty, discharge for a compelling business reason, or other similar reasons. (2) The Optionee, at the time of exercising the stock acquisition rights, does not fall within either of the following cases: a) The Company or the Companys Subsidiary determines in accordance with their Employment Regulations to dismiss the Optionee by suggestion or disciplinary procedures; or b) There is any other reason similar to a).
3. Regarding the successors of the Optionee, the Optionee must have satisfied both conditions of 2.(1) and (2) above, immediately prior to the occurrence of succession. |
Same as left | |||
Restriction of Transfer of Stock Acquisition Rights | Approval of the board of directors shall be required for transfer of the stock acquisition rights. | Same as left |
17
(Notes) | 1. 1,000 shares will be issued per one stock acquisition right. |
2. | In the event that the shares are split or consolidated, the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen. |
Adjusted Exercise Price = Exercise Price before Adjustment × | 1 | |
Ratio of Split or Consolidation |
In the event that the Company issues new shares or sells its treasury shares at a price less than market price (excluding for the exercise of the stock acquisition rights, conversion of outstanding convertible bonds and the exercise of the stock subscription rights), the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen.
Adjusted Exercise Price = |
Exercise Price before Adjustment × |
Number of Outstanding Shares + |
Number of Newly Issued Shares and/or Treasury
| |||||
Shares Sold × Paid-in Amount Per Share | ||||||||
Market Price per Share | ||||||||
Number of (Outstanding + Newly Issued Shares and/or Treasury Shares Sold) |
18
Resolved by the 99th General Shareholders Meeting on June 25, 2004
End of Interim Accounting Period (September 30, 2005) |
End of Preceding Month to Filing of this Report (November 30, 2005) | |||
Number of Stock Acquisition Rights | 1,601(*1) | 1,595(*1) | ||
Type of Share under the Stock Acquisition Right | Common stock | Same as left | ||
Number of Shares under the Stock Acquisition Rights | 1,601,000 | 1,595,000 | ||
The Amount to be Paid upon Exercising the Stock Acquisition Right | ¥1,615 per share | Same as left | ||
Exercise Period of the Stock Acquisition Right | From July 1, 2006 to June 30, 2011 | Same as left | ||
Issue Price of Shares and Capital Inclusion Price if Shares Are Issued upon Exercise of the Stock Acquisition Rights | Issue Price of Shares ¥1,615 Capital Inclusion Price ¥808 |
Same as left | ||
Conditions to Exercise of Stock Acquisition Right | 1. Not to be partial exercise of one stock acquisition right. |
|||
2. For a person given Stock Acquisition Right (the Optionee), to satisfy all of the following conditions: (1) The Optionee maintains position as a director, senior managing director or employee of the Company or a company, a majority of whose outstanding shares or interests (only limited to those with voting rights) are held directly or indirectly by the Company (hereinafter collectively referred to as the Companys Subsidiary), during the time between the grant of the stock acquisition rights and the exercise. The Optionee is deemed to maintain such a position as a director, senior managing director or employee of the Company or the Companys Subsidiary in case the Optionee loses such a position by either of the following situations: a) Regarding the Optionee as a director or senior managing director of the Company or the Companys Subsidiary: retirement from office on account of the expiration of the Optionees term of office or other similar reasons; or
b) Regarding the Optionee as an employee of the Company or the Companys Subsidiary: retirement due to the attainment of the retirement age, transfer by order of the Company or the Companys Subsidiary, retirement mainly due to sickness or injuries arising out of duty, discharge for a compelling business reason, or other similar reasons. (2) The Optionee, at the time of exercising the stock acquisition rights, does not fall within either of the following cases: a) The Company or the Companys Subsidiary determines in accordance with their Employment Regulations to dismiss the Optionee by suggestion or disciplinary procedures; or b) There is any other reason similar to a).
3. Regarding the successors of the Optionee, the Optionee must have satisfied both conditions of 2.(1) and (2) above, immediately prior to the occurrence of succession. |
Same as left | |||
Restriction of Transfer of Stock Acquisition Rights | Approval of the board of directors shall be required for transfer of the stock acquisition rights. | Same as left |
19
(Notes) | 1. 1,000 shares will be issued per one stock acquisition right. |
2. | In the event that the shares are split or consolidated, the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen. |
Adjusted Exercise Price = Exercise Price before Adjustment × | 1 | |
Ratio of Split or Consolidation |
In the event that the Company issues new shares or sells its treasury shares at a price less than market price (excluding for the exercise of the stock acquisition rights, conversion of outstanding convertible bonds and the exercise of the stock subscription rights), the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen.
Adjusted Exercise Price = |
Exercise Price before Adjustment × |
Number of Outstanding Shares + |
Number of Newly Issued Shares and/or Treasury
| |||||
Shares Sold × Paid-in Amount Per Share | ||||||||
Market Price per Share | ||||||||
Number of (Outstanding + Newly Issued Shares and/or Treasury Shares Sold) |
20
Resolved by the 100th General Shareholders Meeting on June 25, 2004
End of Interim Accounting Period (September 30, 2005) |
End of Preceding Month to Filing of this Report (November 30, 2005) | |||
Number of Stock Acquisition Rights | 1,399(*1) | 1,387(*1) | ||
Type of Share under the Stock Acquisition Right | Common stock | Same as left | ||
Number of Shares under the Stock Acquisition Rights | 1,399,000 | 1,387,000 | ||
The Amount to be Paid upon Exercising the Stock Acquisition Right | ¥1 per share | Same as left | ||
Exercise Period of the Stock Acquisition Right | From April 26, 2007 to April 25, 2012 | Same as left | ||
Issue Price of Shares and Capital Inclusion Price if Shares Are Issued upon Exercise of the Stock Acquisition Rights | Issue Price of Shares ¥1 Capital Inclusion Price ¥1 |
Same as left | ||
Conditions to Exercise of Stock Acquisition Right | 1. Not to be partial exercise of one stock acquisition right. |
|||
2. For a person given Stock Acquisition Right (the Optionee), to satisfy all of the following conditions: (1) The Optionee maintains position as a director, senior managing director or employee of the Company or a company, a majority of whose outstanding shares or interests (only limited to those with voting rights) are held directly or indirectly by the Company (hereinafter collectively referred to as the Companys Subsidiary), during the time between the grant of the stock acquisition rights and the exercise. The Optionee is deemed to maintain such a position as a director, senior managing director or employee of the Company or the Companys Subsidiary in case the Optionee loses such a position by either of the following situations: a) Regarding the Optionee as a director or senior managing director of the Company or the Companys Subsidiary: retirement from office on account of the expiration of the Optionees term of office or other similar reasons; or b) Regarding the Optionee as an employee of the Company or the Companys Subsidiary: retirement due to the attainment of the retirement age, transfer by order of the Company or the Companys Subsidiary, retirement mainly due to sickness or injuries arising out of duty, discharge for a compelling business reason, or other similar reasons. (2) The Optionee, at the time of exercising the stock acquisition rights, does not fall within either of the following cases: a) The Company or the Companys Subsidiary determines in accordance with their Employment Regulations to dismiss the Optionee by suggestion or disciplinary procedures; or b) There is any other reason similar to a).
3. Regarding the successors of the Optionee, the Optionee must have satisfied both conditions of 2.(1) and (2) above, immediately prior to the occurrence of succession. |
Same as left | |||
Restriction of Transfer of Stock Acquisition Rights | Approval of the board of directors shall be required for transfer of the stock acquisition rights. | Same as left |
21
(Notes) | 1. 1,000 shares will be issued per one stock acquisition right. |
2. | In the event that the shares are split or consolidated, the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen. |
Adjusted Exercise Price = Exercise Price before Adjustment × | 1 | |
Ratio of Split or Consolidation |
In the event that the Company issues new shares or sells its treasury shares at a price less than market price (excluding for the exercise of the stock acquisition rights, conversion of outstanding convertible bonds and the exercise of the stock subscription rights), the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen.
Adjusted Exercise Price = |
Exercise Price before Adjustment × |
Number of Outstanding Shares + |
Number of Newly Issued Shares and/or Treasury
| |||||
Shares Sold × Paid-in Amount Per Share | ||||||||
Market Price per Share | ||||||||
Number of (Outstanding + Newly Issued Shares and/or Treasury Shares Sold) |
22
Resolved by the 100th General Shareholders Meeting on June 25, 2004
End of Interim Accounting Period (September 30, 2005) |
End of Preceding Month to Filing of this Report (November 30, 2005) | |||
Number of Stock Acquisition Rights |
806(*1) | Same as left | ||
Type of Share under the Stock Acquisition Right |
Common stock | Same as left | ||
Number of Shares under the Stock Acquisition Rights |
806,000 | Same as left | ||
The Amount to be Paid upon Exercising the Stock Acquisition Right |
¥1 per share | Same as left | ||
Exercise Period of the Stock Acquisition Right |
From June 4, 2007 to June 3, 2012 | Same as left | ||
Issue Price of Shares and Capital Inclusion Price if Shares Are Issued upon Exercise of the Stock Acquisition Rights |
Issue Price of Shares ¥1 Capital Inclusion Price ¥1 |
Same as left | ||
Conditions to Exercise of Stock Acquisition Right | 1. Not to be partial exercise of one stock acquisition right. |
|||
2. For a person given Stock Acquisition Right (the Optionee), to satisfy all of the following conditions: (1) The Optionee maintains position as a director, senior managing director or employee of the Company or a company, a majority of whose outstanding shares or interests (only limited to those with voting rights) are held directly or indirectly by the Company (hereinafter collectively referred to as the Companys Subsidiary), during the time between the grant of the stock acquisition rights and the exercise. The Optionee is deemed to maintain such a position as a director, senior managing director or employee of the Company or the Companys Subsidiary in case the Optionee loses such a position by either of the following situations: a) Regarding the Optionee as a director or senior managing director of the Company or the Companys Subsidiary: retirement from office on account of the expiration of the Optionees term of office or other similar reasons; or b) Regarding the Optionee as an employee of the Company or the Companys Subsidiary: retirement due to the attainment of the retirement age, transfer by order of the Company or the Companys Subsidiary, retirement mainly due to sickness or injuries arising out of duty, discharge for a compelling business reason, or other similar reasons. (2) The Optionee, at the time of exercising the stock acquisition rights, does not fall within either of the following cases: a) The Company or the Companys Subsidiary determines in accordance with their Employment Regulations to dismiss the Optionee by suggestion or disciplinary procedures; or b) There is any other reason similar to a).
3. Regarding the successors of the Optionee, the Optionee must have satisfied both conditions of 2.(1) and (2) above, immediately prior to the occurrence of succession. |
Same as left | |||
Restriction of Transfer of Stock Acquisition Rights | Approval of the board of directors shall be required for transfer of the stock acquisition rights. |
Same as left |
23
(Notes) | 1. 1,000 shares will be issued per one stock acquisition right. |
2. | In the event that the shares are split or consolidated, the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen. |
Adjusted Exercise Price = Exercise Price before Adjustment × | 1 | |
Ratio of Split or Consolidation |
In the event that the Company issues new shares or sells its treasury shares at a price less than market price (excluding for the exercise of the stock acquisition rights, conversion of outstanding convertible bonds and the exercise of the stock subscription rights), the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen.
Adjusted Exercise Price = |
Exercise Price before Adjustment × |
Number of Outstanding Shares + |
Number of Newly Issued Shares and/or Treasury
| |||||
Shares Sold × Paid-in Amount Per Share | ||||||||
Market Price per Share | ||||||||
Number of (Outstanding + Newly Issued Shares and/or Treasury Shares Sold) |
24
Resolved by the 101th General Shareholders Meeting on June 28, 2005
End of Interim Accounting Period (September 30, 2005) |
End of Preceding Month to Filing of this Report (November 30, 2005) | |||
Number of Stock Acquisition Rights | 2,760(*1) | Same as left | ||
Type of Share under the Stock Acquisition Right | Common stock | Same as left | ||
Number of Shares under the Stock Acquisition Rights | 276,000 | Same as left | ||
The Amount to be Paid upon Exercising the Stock Acquisition Right | ¥1 per share | Same as left | ||
Exercise Period of the Stock Acquisition Right | From July 26, 2007 to July 25, 2012 | Same as left | ||
Issue Price of Shares and Capital Inclusion Price if Shares Are Issued upon Exercise of the Stock Acquisition Rights | Issue Price of Shares ¥1 Capital Inclusion Price ¥1 |
Same as left | ||
Conditions to Exercise of Stock Acquisition Right | 1. Not to be partial exercise of one stock acquisition right. |
|||
2. For a person given Stock Acquisition Right (the Optionee), to satisfy all of the following conditions: (1) The Optionee maintains position as a director, senior managing director or employee of the Company or a company, a majority of whose outstanding shares or interests (only limited to those with voting rights) are held directly or indirectly by the Company (hereinafter collectively referred to as the Companys Subsidiary), during the time between the grant of the stock acquisition rights and the exercise. The Optionee is deemed to maintain such a position as a director, senior managing director or employee of the Company or the Companys Subsidiary in case the Optionee loses such a position by either of the following situations: a) Regarding the Optionee as a director or senior managing director of the Company or the Companys Subsidiary: retirement from office on account of the expiration of the Optionees term of office or other similar reasons; or b) Regarding the Optionee as an employee of the Company or the Companys Subsidiary: retirement due to the attainment of the retirement age, transfer by order of the Company or the Companys Subsidiary, retirement mainly due to sickness or injuries arising out of duty, discharge for a compelling business reason, or other similar reasons. (2) The Optionee, at the time of exercising the stock acquisition rights, does not fall within either of the following cases: a) The Company or the Companys Subsidiary determines in accordance with their Employment Regulations to dismiss the Optionee by suggestion or disciplinary procedures; or b) There is any other reason similar to a).
3. Regarding the successors of the Optionee, the Optionee must have satisfied both conditions of 2.(1) and (2) above, immediately prior to the occurrence of succession. |
Same as left | |||
Restriction of Transfer of Stock Acquisition Rights | Approval of the board of directors shall be required for transfer of the stock acquisition rights. | Same as left |
(Notes) 1. 100 shares will be issued per one stock acquisition right.
25
Resolved by the 101th General Shareholders Meeting on June 28, 2005
End of Interim Accounting Period (September 30, 2005) |
End of Preceding Month to Filing of this Report (November 30, 2005) | |||
Number of Stock Acquisition Rights | 17,440(*1) | 17,370(*1) | ||
Type of Share under the Stock Acquisition Right | Common stock | Same as left | ||
Number of Shares under the Stock Acquisition Rights | 1,744,000 | 1,737,000 | ||
The Amount to be Paid upon Exercising the Stock Acquisition Right | ¥1,415 per share | Same as left | ||
Exercise Period of the Stock Acquisition Right | From July 1, 2007 to June 30, 2012 | Same as left | ||
Issue Price of Shares and Capital Inclusion Price if Shares Are Issued upon Exercise of the Stock Acquisition Rights | Issue Price of Shares ¥1,415 Capital Inclusion Price ¥708 |
Same as left | ||
Conditions to Exercise of Stock Acquisition Right | 1. Not to be partial exercise of one stock acquisition right. |
|||
2. For a person given Stock Acquisition Right (the Optionee), to satisfy all of the following conditions:
(1) The Optionee maintains position as a director, senior managing director or employee of the Company or a company, a majority of whose outstanding shares or interests (only limited to those with voting rights) are held directly or indirectly by the Company (hereinafter collectively referred to as the Companys Subsidiary), during the time between the grant of the stock acquisition rights and the exercise. The Optionee is deemed to maintain such a position as a director, senior managing director or employee of the Company or the Companys Subsidiary in case the Optionee loses such a position by either of the following situations:
a) Regarding the Optionee as a director or senior managing director of the Company or the Companys Subsidiary: retirement from office on account of the expiration of the Optionees term of office or other similar reasons; or
b) Regarding the Optionee as an employee of the Company or the Companys Subsidiary: retirement due to the attainment of the retirement age, transfer by order of the Company or the Companys Subsidiary, retirement mainly due to sickness or injuries arising out of duty, discharge for a compelling business reason, or other similar reasons.
(2) The Optionee, at the time of exercising the stock acquisition rights, does not fall within either of the following cases:
a) The Company or the Companys Subsidiary determines in accordance with their Employment Regulations to dismiss the Optionee by suggestion or disciplinary procedures; or
b) There is any other reason similar to a).
3. Regarding the successors of the Optionee, the Optionee must have satisfied both conditions of 2.(1) and (2) above, immediately prior to the occurrence of succession.
|
Same as left | |||
Restriction of Transfer of Stock Acquisition Rights | Approval of the board of directors shall be required for transfer of the stock acquisition rights. | Same as left |
26
(Notes) | 1. 100 shares will be issued per one stock acquisition right. |
2. | In the event that the shares are split or consolidated, the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen. |
Adjusted Exercise Price = Exercise Price before Adjustment × | 1 | |
Ratio of Split or Consolidation |
In the event that the Company issues new shares or sells its treasury shares at a price less than market price (excluding for the exercise of the stock acquisition rights, conversion of outstanding convertible bonds and the exercise of the stock subscription rights), the Exercise Price shall be adjusted in accordance with the following formula, and any fractions less than one (1) yen shall be rounded up to the nearest yen.
Adjusted Exercise Price = |
Exercise Price before Adjustment × |
Number of Outstanding Shares + |
Number of Newly Issued Shares and/or Treasury
| |||||
Shares Sold × Paid-in Amount Per Share | ||||||||
Market Price per Share | ||||||||
Number of (Outstanding + Newly Issued Shares and/or Treasury Shares Sold) |
b. | Convertible Bonds and Warrants which are deemed as Bonds with stock reservation rights according to Article 19, paragraph 2 of Law Amending and Furnishing Commercial Code, etc. |
None.
(3) Changes in Issued Shares, Shareholders Equity, etc.
Date |
Increase/Decrease of Issued Shares |
Total Issued Shares |
Increase/Decrease (millions of Yen) |
Shareholders (millions of Yen) |
Increase/Decrease paid-in capital (millions of Yen) |
Additional paid - in capital (millions of Yen) | ||||||
April 1, 2005 September 30, 2005 |
| 1,965,919,860 | | 182,800 | | 112,504 |
27
(4) Major Shareholders
As of September 30, 2005
Name |
Address |
Shares Held (thousand shares) |
Percentage of Issued Shares (%) | |||
Japan Trustee Services Bank, Ltd. (Trust Account) |
1-8-11, Harumi, Chuo-Ku, Tokyo, Japan | 114,454 | 5.82 | |||
The Master Trust Bank of Japan, Ltd. (Trust Account) |
2-11-3 Hamamatsu-cho, Minato-Ku, Tokyo, Japan | 78,955 | 4.02 | |||
Depositary Nominees Inc. |
c/o Bank of New York 101 Barclays Street New York, New York, U.S.A. |
75,530 | 3.84 | |||
The Chase Manhattan Bank, N.A. London |
Woolgate House, EC Callman St., London, United Kingdom | 67,166 | 3.42 | |||
State Street Bank and Trust Company 505103 |
225 Frank Street, Boston, Massachusetts, U.S.A. | 48,714 | 2.48 | |||
Nippon Life Insurance Company |
1-6-6 Marunouchi, Chiyoda-Ku, Tokyo, Japan | 24,321 | 1.24 | |||
State Street Bank and Trust Company |
225 Frank Street, Boston, Massachusetts, U.S.A. | 23,031 | 1.17 | |||
FGCS N.V. Re Todd J Greenberg 401K Profit Sharing Pran/TR |
4000 Bridge way, Sausalito, California, U.S.A. | 18,200 | 0.93 | |||
The Sumitomo Trust & Banking Co., Ltd. (Trust Account B) |
1-8-11, Harumi, Chuo-Ku, Tokyo, Japan | 16,570 | 0.84 | |||
Toyota Motor Corporation |
1 Toyota-cho, Toyota City, Aichi Prefecture, Japan | 16,380 | 0.83 | |||
Total |
483,320 | 24.58 |
* | The Company holds 60,266 thousand shares as of September 30, 2005, which is not included in the list above. |
(5) Voting Rights
a. Outstanding Shares
As of September 30, 2005
Number of Shares |
Number of Votes |
Description | ||||
Stock without voting right |
| | | |||
Stock with limited voting right (treasury stocks, etc.) |
| | | |||
Stock with limited voting right (others) |
| | | |||
Stock with full voting right (treasury stocks, etc.) |
(Treasury stocks) Common stock 60,266,000
(Crossholding stocks) |
|
Our standard stock with no limitation to its rights
Same as above | |||
Stock with full voting right (Others) |
Common stock 1,900,153,900 |
19,000,038 |
Same as above | |||
Shares less than 1 unit |
Common stock 2,499,960 | | Shares less than 1 unit (100 shares) | |||
Total Shares Issued |
1,965,919,860 | | | |||
Voting Rights of Total Shareholders |
| 19,000,038 | |
(Notes) | 147,100 shares held by Japan Securities Depository Center, Inc. are included in Stock with full voting right (Others). 88 treasury stocks are included in Shares less than 1 unit. |
28
b. Treasury Stocks
As of September 30, 2003
Name |
Address |
Directly held shares |
Indirectly held shares |
Total |
Percentage of Issued (%) | |||||
(Treasury Stocks) |
||||||||||
Nomura Holdings, Inc. |
1-9-1 Nihonbashi, Chuo-Ku, Tokyo, Japan |
60,266,000 | | 60,266,000 | 3.07 | |||||
(Crossholding Stocks) |
||||||||||
JAFCO Co., Ltd. |
1-8-2 Marunouchi, Chiyoda-Ku, Tokyo, Japan |
2,000,000 | | 2,000,000 | 0.10 | |||||
Nomura Research Institute Ltd. |
1-6-5 Marunouchi, Chiyoda-Ku, Tokyo, Japan |
1,000,000 | | 1,000,000 | 0.05 | |||||
Total |
| 63,266,000 | | 63,266,000 | 3.22 | |||||
(Note) | In addition to the treasury stocks shown here, there are 3,000 shares which are recorded on register of shareholders as treasury stocks but not owned by us. These shares are included in Stock with full voting right (Others) in a. Outstanding Shares above. |
Monthly Highs and Lows
Month |
April, 2005 |
May, 2005 |
June, 2005 |
July, 2005 |
August, 2005 |
September, 2005 | ||||||
High (Yen) |
1,513 | 1,386 | 1,387 | 1,356 | 1,542 | 1,800 | ||||||
Low (Yen) |
1,330 | 1,295 | 1,312 | 1,309 | 1,304 | 1,446 |
(Note) | Prices are based on the First Section of Tokyo Stock Exchange. |
29
1 | Preparation Method of Consolidated Financial Statements and Nonconsolidated Financial Statements |
(1) | Pursuant to Section 81 of Regulations Concerning the Terminology, Forms and Preparation Methods of Semi-annual Consolidated Financial Statements (Ministry of Finance Ordinance No. 24, 1999), the consolidated financial statements have been prepared in accordance with accounting principles which are required in order to issue American Depositary Shares (ADS), i.e., the accounting principles generally accepted in the United States of America (U.S. GAAP). |
(2) | The consolidated financial statements have been prepared by making necessary adjustments to the financial statements of each consolidated company which were prepared in accordance with the accounting principles generally accepted in each country. Such adjustments have been made to comply with the principles in (1). |
(3) | The nonconsolidated financial statements were prepared under the accounting principles generally accepted in Japan in accordance with Regulations Concerning the Terminology, Forms and Preparation Methods of Semi-annual Financial Statements (Ministry of Finance Ordinance No. 38, 1977) (the Regulations). |
However the Regulations before amendment are applied to the nonconsolidated financial statements for the previous period (from April 1, 2004 to September 30, 2004) according to the provision of the 3rd clause of supplementary provision of Amendment of Regulations Concerning the Terminology, Forms and Preparation Methods of Financial Statements (Cabinet Office Regulation No. 5, January 30, 2004).
2 | Semi-annual Audit Certificate |
Under articles No.193-2 of the Securities and Exchange Law, Ernst & Young ShinNihon performed semi-annual audits of the consolidated and nonconsolidated financial statements for the previous period (from April 1, 2004 to September 30, 2004) and for the current period (from April 1, 2005 to September 30, 2005).
30
1 Consolidated Financial Statements and Other
(1) Consolidated Financial Statements
1) Consolidated Balance Sheets
September 30, 2004 |
September 30, 2005 |
March 31, 2005 | |||||||||||||||
Notes |
Millions of yen |
(%) |
Millions of yen |
(%) |
Millions of yen |
(%) | |||||||||||
ASSETS | |||||||||||||||||
Cash and cash deposits: |
|||||||||||||||||
Cash and cash equivalents |
449,598 | 840,583 | 724,637 | ||||||||||||||
Time deposits |
276,262 | 555,363 | 419,606 | ||||||||||||||
Deposits with stock exchanges and other segregated cash |
38,421 | 71,137 | 42,513 | ||||||||||||||
764,281 | 2.3 | 1,467,083 | 4.1 | 1,186,756 | 3.5 | ||||||||||||
Loans and receivables: |
|||||||||||||||||
Loans receivable |
552,186 | 420,330 | 516,295 | ||||||||||||||
Receivables from customers |
19,262 | 20,252 | 12,037 | ||||||||||||||
Receivables from other than customers |
473,050 | 1,732,696 | 718,997 | ||||||||||||||
Allowance for doubtful accounts |
(3,831 | ) | (3,022 | ) | (2,801 | ) | |||||||||||
1,040,667 | 3.2 | 2,170,256 | 6.0 | 1,244,528 | 3.6 | ||||||||||||
Collateralized agreements: |
|||||||||||||||||
Securities purchased under agreements to resell |
7,411,732 | 9,177,416 | 7,201,791 | ||||||||||||||
Securities borrowed |
6,678,398 | 7,571,289 | 7,187,254 | ||||||||||||||
14,090,130 | 43.3 | 16,748,705 | 46.4 | 14,389,045 | 41.7 | ||||||||||||
Trading assets and private equity investments (including securities pledged as collateral of ¥6,876,678 million at September 30, 2004, ¥6,866,415 million at September 30, 2005 and ¥7,743,424 million at March 31, 2005, respectively): |
|||||||||||||||||
Securities inventory |
*3 | 14,690,911 | 12,852,741 | 14,757,597 | |||||||||||||
Derivative contracts |
*4 | 463,301 | 431,660 | 515,946 | |||||||||||||
Private equity investments |
301,381 | 335,830 | 326,978 | ||||||||||||||
15,455,593 | 47.5 | 13,620,231 | 37.8 | 15,600,521 | 45.2 | ||||||||||||
Other assets: |
|||||||||||||||||
Office buildings, land, equipment and facilities (net of accumulated depreciation and amortization of ¥186,000 million at September 30, 2004, ¥198,073 million at September 30, 2005 and ¥196,827 million at March 31, 2005, respectively) |
244,506 | 263,109 | 261,358 | ||||||||||||||
Private equity entities office buildings, land, equipment and facilities (net of accumulated depreciation and amortization of ¥1,506 million at September 30, 2004, ¥25,012 million at September 30, 2005 and ¥3,036 million at March 31, 2005, respectively) |
34,303 | 432,634 | 444,726 | ||||||||||||||
Lease deposits |
42,801 | 104,520 | 100,993 | ||||||||||||||
Non-trading debt securities (including securities pledged as collateral of ¥2,217 million at September 30, 2004, ¥nil at September 30, 2005 and ¥10,208 million at March 31, 2005) |
218,895 | 263,601 | 277,330 | ||||||||||||||
Investments in equity securities |
161,077 | 192,832 | 172,067 | ||||||||||||||
Investments in and advances to affiliated companies |
249,752 | 233,689 | 228,975 | ||||||||||||||
Deferred tax assets |
109,786 | 115,737 | 114,010 | ||||||||||||||
Other |
*6 | 155,079 | 457,568 | 468,544 | |||||||||||||
1,216,199 | 3.7 | 2,063,690 | 5.7 | 2,068,003 | 6.0 | ||||||||||||
Total assets |
32,566,870 | 100.0 | 36,069,965 | 100.0 | 34,488,853 | 100.0 | |||||||||||
31
September 30, 2004 |
September 30, 2005 |
March 31, 2005 |
||||||||||||||||||
Notes |
Millions of yen |
(%) |
Millions of yen |
(%) |
Millions of yen |
(%) |
||||||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||
Short-term borrowings |
428,600 | 1.3 | 861,100 | 2.4 | 517,065 | 1.5 | ||||||||||||||
Private equity entities short-term borrowings |
1,424 | 0.0 | 117,682 | 0.3 | 116,054 | 0.3 | ||||||||||||||
Payables and deposits: |
||||||||||||||||||||
Payables to customers |
214,206 | 266,486 | 248,089 | |||||||||||||||||
Payables to other than customers |
755,383 | 518,706 | 464,178 | |||||||||||||||||
Time and other deposits received |
261,731 | 303,846 | 330,216 | |||||||||||||||||
1,231,320 | 3.8 | 1,089,038 | 3.0 | 1,042,483 | 3.0 | |||||||||||||||
Collateralized financing: |
||||||||||||||||||||
Securities sold under agreements to repurchase |
11,553,427 | 13,360,609 | 12,603,211 | |||||||||||||||||
Securities loaned |
5,234,081 | 5,391,902 | 5,643,782 | |||||||||||||||||
Other secured borrowings |
2,567,341 | 3,213,915 | 3,419,192 | |||||||||||||||||
19,354,849 | 59.4 | 21,966,426 | 60.9 | 21,666,185 | 62.8 | |||||||||||||||
Trading liabilities: |
||||||||||||||||||||
Securities sold but not yet purchased |
*3 | 6,201,379 | 5,351,742 | 4,895,054 | ||||||||||||||||
Derivative contracts |
*4 | 440,120 | 541,260 | 437,119 | ||||||||||||||||
6,641,499 | 20.4 | 5,893,002 | 16.3 | 5,332,173 | 15.5 | |||||||||||||||
Other liabilities: |
||||||||||||||||||||
Accrued income taxes |
23,679 | 56,868 | 31,937 | |||||||||||||||||
Accrued pension and severance costs |
86,845 | 99,411 | 99,565 | |||||||||||||||||
Other |
*6 | 252,632 | 578,928 | 571,787 | ||||||||||||||||
363,156 | 1.1 | 735,207 | 2.1 | 703,289 | 2.1 | |||||||||||||||
Long-term borrowings |
*7 | 2,690,584 | 8.3 | 3,115,306 | 8.6 | 2,798,560 | 8.1 | |||||||||||||
Private equity entities long-term borrowings |
*7 | 25,650 | 0.1 | 423,056 | 1.2 | 444,615 | 1.3 | |||||||||||||
Total liabilities |
30,737,082 | 94.4 | 34,200,817 | 94.8 | 32,620,424 | 94.6 | ||||||||||||||
Commitments and contingencies |
*12 | |||||||||||||||||||
Shareholders equity: |
||||||||||||||||||||
Common stock |
||||||||||||||||||||
No par value share; Authorized - 6,000,000,000 shares |
||||||||||||||||||||
Issued - 1,965,919,860 shares at September 30, 2004, September 30, 2005 and March 31, 2005 |
182,800 | 0.6 | 182,800 | 0.5 | 182,800 | 0.5 | ||||||||||||||
Additional paid-in capital |
154,938 | 0.5 | 157,602 | 0.4 | 155,947 | 0.4 | ||||||||||||||
Retained earnings |
1,574,865 | 4.8 | 1,652,486 | 4.6 | 1,606,136 | 4.7 | ||||||||||||||
Accumulated other comprehensive (loss) income |
||||||||||||||||||||
Minimum pension liability adjustment |
(32,869 | ) | (23,571 | ) | (24,645 | ) | ||||||||||||||
Cumulative translation adjustments |
(16,451 | ) | (16,619 | ) | (18,083 | ) | ||||||||||||||
(49,320 | ) | (0.2 | ) | (40,190 | ) | (0.1 | ) | (42,728 | ) | (0.1 | ) | |||||||||
1,863,283 | 5.7 | 1,952,698 | 5.4 | 1,902,155 | 5.5 | |||||||||||||||
Less-Common stock held in treasury, at cost - 24,498,637 shares at September 30, 2004, 61,556,706 shares at September 30, 2005 and 24,657,971 shares at March 31, 2005 |
(33,495 | ) | (0.1 | ) | (83,550 | ) | (0.2 | ) | (33,726 | ) | (0.1 | ) | ||||||||
Total shareholders equity |
1,829,788 | 5.6 | 1,869,148 | 5.2 | 1,868,429 | 5.4 | ||||||||||||||
Total liabilities and shareholders equity |
32,566,870 | 100.0 | 36,069,965 | 100.0 | 34,488,853 | 100.0 | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
32
2) Consolidated Income Statements
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||||||||||||||
Notes |
Millions of yen |
(%) |
Millions of yen |
(%) |
Millions of yen |
(%) | ||||||||||
Revenue: |
||||||||||||||||
Commissions |
115,118 | 132,650 | 221,963 | |||||||||||||
Fees from investment banking |
47,773 | 38,787 | 92,322 | |||||||||||||
Asset management and portfolio service fees |
38,030 | 44,891 | 78,452 | |||||||||||||
Net gain on trading |
76,640 | 114,649 | 201,686 | |||||||||||||
(Loss) gain on private equity investments |
(1,599 | ) | (243 | ) | 7,744 | |||||||||||
Interest and dividends |
182,993 | 317,351 | 401,379 | |||||||||||||
(Loss) gain on investments in equity securities |
(1,353 | ) | 28,374 | 15,314 | ||||||||||||
Private equity entities product sales |
33,226 | 250,307 | 75,061 | |||||||||||||
Other |
13,295 | 21,213 | 32,316 | |||||||||||||
Total revenue |
504,123 | 100.0 | 947,979 | 100.0 | 1,126,237 | 100.0 | ||||||||||
Interest expense |
133,354 | 26.5 | 278,999 | 29.4 | 327,047 | 29.0 | ||||||||||
Net revenue |
370,769 | 73.5 | 668,980 | 70.6 | 799,190 | 71.0 | ||||||||||
Non-interest expenses: |
||||||||||||||||
Compensation and benefits |
130,149 | 176,294 | 274,988 | |||||||||||||
Commissions and floor brokerage |
12,911 | 25,514 | 23,910 | |||||||||||||
Information processing and communications |
39,417 | 44,745 | 81,408 | |||||||||||||
Occupancy and related depreciation |
26,260 | 72,563 | 53,534 | |||||||||||||
Business development expenses |
13,196 | 21,753 | 28,214 | |||||||||||||
Private equity entities cost of goods sold |
21,092 | 110,711 | 44,681 | |||||||||||||
Other |
39,071 | 69,087 | 87,620 | |||||||||||||
282,096 | 55.9 | 520,667 | 55.0 | 594,355 | 52.8 | |||||||||||
Income before income taxes |
88,673 | 17.6 | 148,313 | 15.6 | 204,835 | 18.2 | ||||||||||
Income tax expense (benefit): |
||||||||||||||||
Current |
48,292 | 66,913 | 104,393 | |||||||||||||
Deferred |
(3,667 | ) | 12,198 | 5,710 | ||||||||||||
44,625 | 8.9 | 79,111 | 8.3 | 110,103 | 9.8 | |||||||||||
Net income |
44,048 | 8.7 | 69,202 | 7.3 | 94,732 | 8.4 |
33
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||||||
Notes |
Yen |
Yen |
Yen | |||||
Per share of common stock: |
*9 | |||||||
Basic- |
||||||||
Net income |
22.69 | 36.01 | 48.80 | |||||
Diluted- |
||||||||
Net income |
22.68 | 35.95 | 48.77 |
The accompanying notes are an integral part of these consolidated financial statements.
34
3) Consolidated Statements of Shareholders Equity
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 |
|||||||
Millions of yen |
Millions of yen |
Millions of yen |
|||||||
Common Stock |
|||||||||
Balance at beginning of year |
182,800 | 182,800 | 182,800 | ||||||
Balance at end of the period |
182,800 | 182,800 | 182,800 | ||||||
Additional paid-in capital |
|||||||||
Balance at beginning of year |
154,063 | 155,947 | 154,063 | ||||||
Gain on sales of treasury stock |
10 | 0 | 14 | ||||||
Issuance of common stock options |
865 | 1,655 | 1,870 | ||||||
Balance at end of the period |
154,938 | 157,602 | 155,947 | ||||||
Retained earnings |
|||||||||
Balance at beginning of year |
1,550,231 | 1,606,136 | 1,550,231 | ||||||
Net income |
44,048 | 69,202 | 94,732 | ||||||
Cash dividends |
(19,414 | ) | (22,852 | ) | (38,827 | ) | |||
Balance at end of the period |
1,574,865 | 1,652,486 | 1,606,136 | ||||||
Accumulated other comprehensive income: |
|||||||||
Minimum pension liability adjustment |
|||||||||
Balance at beginning of year |
(34,221 | ) | (24,645 | ) | (34,221 | ) | |||
Net change during the period |
1,352 | 1,074 | 9,576 | ||||||
Balance at end of the period |
(32,869 | ) | (23,571 | ) | (24,645 | ) | |||
Cumulative translation adjustments |
|||||||||
Balance at beginning of year |
(34,380 | ) | (18,083 | ) | (34,380 | ) | |||
Net change during the period |
17,929 | 1,464 | 16,297 | ||||||
Balance at end of the period |
(16,451 | ) | (16,619 | ) | (18,083 | ) | |||
Common stock held in treasury |
|||||||||
Balance at beginning of year |
(32,805 | ) | (33,726 | ) | (32,805 | ) | |||
Repurchases of common stock |
(170 | ) | (49,391 | ) | (475 | ) | |||
Sales of common stock |
55 | 8 | 129 | ||||||
Other net change in treasury stock |
(575 | ) | (441 | ) | (575 | ) | |||
Balance at end of the period |
(33,495 | ) | (83,550 | ) | (33,726 | ) | |||
Number of shares issued |
|||||||||
Balance at beginning of year |
1,965,919,860 | 1,965,919,860 | 1,965,919,860 | ||||||
Balance at end of the period |
1,965,919,860 | 1,965,919,860 | 1,965,919,860 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
35
4) Consolidated Statements of Comprehensive Income
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 |
|||||||
Millions of yen |
Millions of yen |
Millions of yen |
|||||||
Net income |
44,048 | 69,202 | 94,732 | ||||||
Other comprehensive income: |
|||||||||
Change in cumulative translation adjustments, net of tax |
17,929 | 1,464 | 16,297 | ||||||
Minimum pension liability adjustment: |
|||||||||
Changes in minimum pension liability during the period |
2,337 | 1,842 | 15,738 | ||||||
Deferred income taxes |
(985 | ) | (768 | ) | (6,162 | ) | |||
Total |
1,352 | 1,074 | 9,576 | ||||||
Total other comprehensive income |
19,281 | 2,538 | 25,873 | ||||||
Comprehensive income |
63,329 | 71,740 | 120,605 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
36
5) Consolidated Statements of Cash Flows
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 |
|||||||||
Notes |
Millions of yen |
Millions of yen |
Millions of yen |
||||||||
Cash flows from operating activities: |
|||||||||||
Net income |
44,048 | 69,202 | 94,732 | ||||||||
Adjustments to reconcile net income to net cash used in operating activities: |
|||||||||||
Depreciation and amortization |
18,273 | 42,526 | 38,163 | ||||||||
Loss (gain) on investments in equity securities |
1,353 | (28,374 | ) | (15,314 | ) | ||||||
Deferred income tax expense (benefit) |
(3,667 | ) | 12,198 | 5,710 | |||||||
Changes in operating assets and liabilities: |
|||||||||||
Time deposits |
(16,613 | ) | (135,279 | ) | (157,971 | ) | |||||
Deposits with stock exchanges and other segregated cash |
8,250 | (26,495 | ) | 3,036 | |||||||
Trading assets and private equity investments |
(1,349,960 | ) | 2,120,776 | (1,552,822 | ) | ||||||
Trading liabilities |
552,076 | 539,690 | (738,575 | ) | |||||||
Securities purchased under agreements to resell, net of securities sold under agreements to repurchase |
102,164 | (1,330,938 | ) | 1,402,270 | |||||||
Securities borrowed, net of securities loaned |
585,938 | (638,601 | ) | 483,804 | |||||||
Other secured borrowings |
(19,876 | ) | (205,277 | ) | 831,974 | ||||||
Loans and receivables, net of allowance |
22,994 | (919,041 | ) | (158,640 | ) | ||||||
Payables and deposit received |
(213,293 | ) | 43,517 | (478,796 | ) | ||||||
Accrued income taxes, net |
(74,732 | ) | 24,650 | (69,418 | ) | ||||||
Other, net |
(24,264 | ) | (2,295 | ) | 32,918 | ||||||
Net cash used in operating activities |
(367,309 | ) | (433,741 | ) | (278,929 | ) | |||||
37
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 |
|||||||||
Notes |
Millions of yen |
Millions of yen |
Millions of yen |
||||||||
Cash flows from investing activities: |
|||||||||||
Payments for purchases of office buildings, land, equipment and facilities |
(17,546 | ) | (44,398 | ) | (59,348 | ) | |||||
Proceeds from sales of office buildings, land, equipment and facilities |
616 | 1,604 | 2,645 | ||||||||
Payments for purchases of investments in equity securities |
(78 | ) | (2,095 | ) | (79 | ) | |||||
Proceeds from sales of investments in equity securities |
6,992 | 9,520 | 12,985 | ||||||||
Business combinations, net of cash acquired |
(25,024 | ) | | 63,556 | |||||||
(Increase) decrease in non-trading debt securities, net |
(12,029 | ) | 14,136 | (71,604 | ) | ||||||
(Increase) decrease in other investments and other assets, net |
(11,300 | ) | 4,048 | 19,281 | |||||||
Net cash used in investing activities |
(58,369 | ) | (17,185 | ) | (32,564 | ) | |||||
Cash flows from financing activities: |
|||||||||||
Increase in long-term borrowings |
379,876 | 743,535 | 844,659 | ||||||||
Decrease in long-term borrowings |
(124,435 | ) | (454,651 | ) | (495,455 | ) | |||||
(Decrease) increase in short-term borrowings, net |
(16,798 | ) | 343,124 | 70,181 | |||||||
Proceeds from sales of common stock |
65 | 8 | 143 | ||||||||
Payments for repurchases of common stock |
(170 | ) | (49,391 | ) | (475 | ) | |||||
Payments for cash dividends |
(14,568 | ) | (19,422 | ) | (33,992 | ) | |||||
Net cash provided by financing activities |
223,970 | 563,203 | 385,061 | ||||||||
Effect of exchange rate changes on cash and cash equivalents |
13,934 | 3,669 | 13,697 | ||||||||
Net (decrease) increase in cash and cash equivalents |
(187,774 | ) | 115,946 | 87,265 | |||||||
Cash and cash equivalents at beginning of year |
637,372 | 724,637 | 637,372 | ||||||||
Cash and cash equivalents at end of the period |
449,598 | 840,583 | 724,637 | ||||||||
Supplemental information: |
|||||||||||
Cash paid during the period for- |
|||||||||||
Interest |
144,972 | 279,025 | 382,494 | ||||||||
Income tax payments, net |
123,024 | 42,263 | 173,811 |
Non cash activities
Business combination
Assets acquired, excluding cash and cash equivalents at the date of business combination, and debt assumed were ¥186,087 million and ¥170,430 million for the six months ended September 30, 2004, respectively. Assets acquired, excluding cash and cash equivalents at the date of business combination, and debt assumed were ¥960,557 million and ¥1,013,084 million for the year ended March 31, 2005, respectively. There was no business combination for the six months ended September 30 2005.
The accompanying notes are an integral part of these consolidated financial statements.
38
[Notes to the Consolidated Financial Statements]
1. | Basis of accounting: |
In December 2001, Nomura Holdings, Inc. (the Company) filed a registration statement, in accordance with the Securities Exchange Act of 1934, with the United States Securities and Exchange Commission (SEC) in order to list its American Depositary Shares (ADS) on the New York Stock Exchange. Since then, the Company has an obligation to file an annual report, Form 20-F, with the SEC in accordance with the Securities Exchange Act of 1934.
Pursuant to Section 81 of Regulations Concerning the Terminology, Forms and Preparation Methods of Semi-annual Consolidated Financial Statements (Ministry of Finance Ordinance No. 24, 1999), the consolidated financial statements for the six months ended September 30, 2005 have been prepared in accordance with the accounting principles which are required in order to issue ADS, i.e., the accounting principles generally accepted in the United States of America (U.S. GAAP). The following paragraphs describe the major differences between U.S. GAAP which Nomura (the Company and other entities in which it has a controlling financial interest are collectively referred to as Nomura) adopts and accounting principles generally accepted in Japan (Japanese GAAP), and where significant differences exist, the amount of effect to income before income taxes pursuant to Japanese GAAP.
Unrealized gains and losses on investments in equity securities
Under U.S. GAAP for broker-dealers, unrealized gains and losses on investments in equity securities are recognized in the income statement. Under Japanese GAAP, unrealized gains and losses on investments in equity securities, net of applicable income taxes, are reported in a separate component of shareholders equity. Therefore, under Japanese GAAP, the difference of investments in equity securities for Nomuras operating purposes has a negative impact of ¥5,557 million, a positive impact of ¥20,273 million and a positive impact of ¥8,364 million on income before income taxes for the six months ended September 30, 2004 and 2005, and for the year ended March 31, 2005, respectively. And the difference of investments in equity securities for other than operating purposes (including those held by private equity entities) has a positive impact of ¥7,983 million for the six months ended September 30, 2005, but there was no significant difference for the six months ended September 30, 2004 and for the year ended March 31, 2005, respectively.
Unrealized gains and losses on non-trading debt securities
Under U.S. GAAP for broker-dealers, unrealized gains and losses on non-trading debt securities are recognized in the income statement. Under Japanese GAAP, unrealized gains and losses on non-trading debt securities, net of applicable income taxes, are reported in a separate component of shareholders equity.
Retirement and severance benefit
Under U.S. GAAP, a gain or loss resulting from experience different from that assumed or from a change in an actuarial assumption is amortized over the remaining service period of employees when such balance at the beginning of the year exceeds the Corridor which is defined as 10% of the larger of projected benefit obligation or the fair value of plan assets, while such a gain or loss is amortized for a certain period regardless of the Corridor under Japanese GAAP. Under U.S. GAAP, additional minimum pension liabilities are provided when the accumulated benefit obligation exceeds the fair value of plan assets, while such treatment is not provided under Japanese GAAP.
Amortization of goodwill and equity method goodwill
Under U.S. GAAP, goodwill and equity method goodwill shall not be amortized and shall be tested for impairment regularly. Under Japanese GAAP, goodwill and equity method goodwill shall be amortized over certain periods within 20 years based on the straight-line method. Under U.S. GAAP, negative goodwill and equity method negative goodwill shall be written off at once when negative goodwill arises. Under Japanese GAAP, negative goodwill shall be amortized over certain periods within 20 years based on the straight-line method. Therefore, under Japanese GAAP, the difference has a positive impact of ¥4,336 million for the year ended March 31, 2005, but there was no significant difference for the six months ended September 30, 2004 and 2005, respectively.
39
Appropriations of retained earnings
Under U.S. GAAP, appropriations of retained earnings are reflected and recorded in the consolidated financial statements in the period to which they relate. Under Japanese GAAP, a company may select the accounting method for appropriations of retained earnings to reflect and record appropriations in the consolidated financial statements either in the period to which they relate or in a subsequent period when approval for the appropriations by the board of directors has been obtained.
Changes in the fair value of derivative contracts
Under U.S. GAAP, all derivative contracts, including derivative contracts that have been designated as hedges to specific assets or specific liabilities, are valued at fair value, and changes in the fair value of derivative contracts are recognized in the income statement or other comprehensive income. Under Japanese GAAP, derivative contracts that have been entered into for hedging purposes are valued at fair value and changes in the fair value of derivative contracts are deferred on the balance sheet.
Leveraged leases
Under U.S. GAAP, fixed income and expenses are recognized for each year over the period of the leveraged leases. Under Japanese GAAP, depreciation expenses arising from leased assets are recognized on a declining balance method and income and expenses are not averaged during the period of leveraged leases.
2. | Summary of accounting policies: |
Description of business
The Company and its broker-dealer, banking and other financial services subsidiaries provide investment, financing and related services to individual, institutional and government customers on a global basis.
Nomuras business segments are structured based on its management structure, the nature of products and services and its customer base. Nomura reports operating results in five business segments: Domestic Retail, Global Markets, Global Investments Banking, Global Merchant Banking and Asset Management.
In Domestic Retail business, Nomura provides principally investment consultation services mainly to individual customers in Japan. In Global Markets business structured based on three business lines: Global Fixed Income, Global Equity and Asset Finance, Nomura operations principally sales and trading of equity, bond and currency exchange on a global basis to institutions here and abroad. In Global Investment Banking business, Nomura provides wide array of investment banking services such as underwriting business of bond, equity and other, mediation of M&A and financial advisory business in major world financial markets. In Global Merchant Banking business, Nomura invests in, and improves business operations of, private equity entities for an increase in the corporate value of such entities. In Asset Management business, Nomura provides principally development and management of investment trusts, and investment advisory services.
Basis of presentation
The consolidated financial statements include the accounts of the Company and other entities in which it has a controlling financial interest. Because the usual condition for a controlling financial interest in an entity is ownership of a majority of the voting interest, the Company consolidates its wholly-owned and majority-owned subsidiaries. In accordance with Financial Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46) and the revised interpretation (FIN 46-R), the Company also consolidates any variable interest entities for which Nomura is the primary beneficiary. Investments in entities in which Nomura has significant influence over operating and financial decisions (generally defined as 20 to 50 percent of voting interest) are accounted for using the equity method of accounting and are reported in Investments in and advances to affiliated companies. Investments in which Nomura has neither control nor significant influence are carried at fair value.
The accounting and financial reporting policies of the Company conform to U.S. GAAP as applicable to broker-dealers.
The Companys principal subsidiaries include Nomura Securities Co., Ltd., Nomura Securities International, Inc. and Nomura International plc.
All material inter-company transactions and balances have been eliminated on consolidation.
Certain reclassifications of previously reported amounts have been made to conform to the current year presentation.
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Use of estimates
In presenting the consolidated financial statements, management makes estimates regarding certain financial instrument and investment valuations, the outcome of litigation, the recovery of the carrying value of goodwill, the allowance for loan losses, the realization of deferred tax assets and other matters that affect the reported amounts of assets and liabilities as well as the disclosure in the financial statements. Estimates, by their nature, are based on judgment and available information. Therefore, actual results may differ from estimates, which could have a material impact on the consolidated financial statements and, it is possible that such adjustments could occur in the near term.
Fair value of financial instruments
Fair value of financial instruments is based on quoted market prices, broker/dealer quotations or an estimation by management of the amounts expected to be realized upon settlement under current market conditions. Fair value of exchange-traded securities and certain exchange-traded derivative contracts are generally based on quoted market prices or broker/dealer quotations. Where quoted market prices or broker/dealer quotations are not available, prices for similar instruments or valuation pricing models are considered in the determination of fair value. Valuation pricing models consider time value, volatility and other statistical measurements for the relevant instruments or for instruments with similar characteristics. These models also incorporate adjustments relating to the administrative costs of servicing future cash flow and market liquidity adjustments. These adjustments are fundamental components of the fair value calculation process.
Trading assets and trading liabilities, including derivative contracts, are recorded at fair value, and unrealized gains and losses are reflected in Net gain on trading. Fair values are based on quoted market prices or broker/dealer quotations where possible. If quoted market prices or broker/dealer quotations are not available or the liquidation of Nomuras positions would reasonably be expected to impact quoted market prices, fair value is determined based on valuation pricing models which incorporate factors reflecting contractual terms, such as underlying asset prices, interest rates, dividend rates and volatility.
Valuation pricing models and their underlying assumptions impact the amount and timing of unrealized gains and losses recognized, and the use of different valuation pricing models or underlying assumptions could produce different financial results. Any changes in the fixed income, equity, foreign exchange and commodity markets can impact Nomuras estimates of fair value in the future, potentially affecting trading gains and losses. As financial contracts have longer maturity dates, Nomuras estimates of fair value may involve greater subjectivity due to the lack of transparent market data available upon which to base assumptions underlying valuation pricing models.
Private equity business
The investments in private equity business are accounted for at fair value, under the equity method of accounting or as consolidated subsidiaries, depending on the attributes of each investment. The consolidated subsidiaries in private equity business are referred to Private equity entities.
Changes in the fair value of private equity investments carried at fair value are recorded in (Loss) gain on private equity investments. The determination of fair value is significant to Nomuras financial condition and results of operations, and requires management to make judgments based on complex factors. As the underlying investments are mainly in non-listed companies, there are no externally quoted market prices available. In calculating fair value, Nomura estimates the price that would be obtained between a willing buyer and a willing seller dealing at arms length. In principle, valuations are based on projected future cash flows to be generated from the underlying investment, discounted at a weighted average cost of capital. The cost of capital is estimated, where possible, by reference to quoted comparables with a similar risk profile. Cash flows are derived from detailed projections prepared by the management of each respective investment.
The product sales of private equity entities are recognized upon delivery basis which is considered to have occurred normally when the customer has taken title to the product and risk and rewards of ownership have been substantially transferred, based on the nature of each private equity entities transaction. If the sales contract contains a customer acceptance provision, then sales are recognized after customer acceptance occurs, and the corresponding cost of good sold is recorded with the product sales.
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Transfers of financial assets
Nomura accounts for the transfer of financial assets in accordance with Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (SFAS 140). This statement requires that Nomura account for the transfer of financial assets as a sale when Nomura relinquishes control over the asset. SFAS 140 deems control to be relinquished when the following conditions are met: (a) the assets have been isolated from the transferor (even in bankruptcy or other receivership), (b) the transferee has the right to pledge or exchange the assets received and (c) the transferor has not maintained effective control over the transferred assets.
In connection with its securitization activities, Nomura utilizes special purpose entities, or SPEs to securitize commercial and residential mortgage loans, government and corporate bonds and other types of financial assets. Nomuras involvement with SPEs includes structuring SPEs, acting as an administrator of SPEs and underwriting, distributing and selling debt instruments and beneficial interests issued by SPEs to investors. Nomura derecognizes financial assets transferred in securitizations provided that Nomura has relinquished control over such assets. Nomura may obtain an interest in the financial assets, including residual interests in the SPEs subject to prevailing market conditions. Any such interests are accounted for at fair value and included in Securities inventory within Nomuras consolidated balance sheets, with the change in fair value included in revenues.
Foreign currency translation
The financial statements of the Companys subsidiaries outside Japan are measured using their functional currency. All assets and liabilities of foreign subsidiaries are translated into Japanese yen at exchange rates in effect at the balance sheet date; all revenue and expenses are translated at the average exchange rates for the respective years and the resulting translation adjustments are accumulated and reported as Cumulative translation adjustments in shareholders equity.
Foreign currency assets and liabilities are translated at exchange rates in effect at the balance sheet date and the resulting translation gains or losses are currently credited or charged to income.
Fee revenue
Commissions charged for executing brokerage transactions are accrued on a trade date basis and are included in current period earnings. Fees from investment banking include securities underwriting fees and other corporate financing services fees. Underwriting fees are recorded when services for underwriting are completed. All other fees are recognized when related services are performed. Asset management and portfolio service fees are accrued as earned.
Trading assets and trading liabilities
Trading assets and trading liabilities, including contractual commitments arising pursuant to derivative transactions, are recorded on the consolidated balance sheets on a trade date basis at fair value with the related gains and losses recorded in Net gain on trading in the consolidated income statements.
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Collateralized agreements and collateralized financing
Repurchase and reverse repurchase transactions (Repo transactions) principally involve the buying or selling of Government and government agency securities under agreements with customers to resell or repurchase these securities to or from those customers. Nomura takes possession of securities purchased under agreements to resell while providing collateral to counterparties to collateralize securities sold under agreements to repurchase. Nomura monitors the value of the underlying securities on a daily basis relative to the related receivables and payables, including accrued interest, and requests or returns additional collateral when deemed appropriate. Repo transactions are accounted for as collateralized financing transactions and are recorded on the consolidated balance sheets at the amount at which the securities will be repurchased or resold, as appropriate.
Repo transactions are presented on the accompanying consolidated balance sheets net-by-counterparty, where net presentation is consistent with Financial Accounting Standards Board Interpretation (FIN) No. 41, Offsetting of Amounts Related to Certain Repurchase and Reverse Repurchase Agreements.
Securities borrowed and securities loaned are accounted for as financing transactions. Securities borrowed and securities loaned that are cash collateralized are recorded on the accompanying consolidated balance sheets at the amount of cash collateral advanced or received. Securities borrowed transactions generally require Nomura to provide the counterparty with collateral in the form of cash or other securities. For securities loaned transactions, Nomura generally receives collateral in the form of cash or other securities. Nomura monitors the market value of the securities borrowed or loaned on a daily basis and requires additional cash or securities, as necessary, to ensure that such transactions are adequately collateralized.
Nomura engages in Gensaki transactions which originated in the Japanese financial markets. Gensaki transactions involve the selling of commercial paper, certificates of deposit, Japanese government bonds and various other debt securities to an institution wishing to make a short-term investment, with Nomura agreeing to reacquire them from the institution on a specified date at a specified price. The repurchase price reflects the current interest rates in the money markets and any interest derived from the securities. There are no margin requirements for Gensaki transactions nor is there any right of security substitution. As such, Gensaki transactions are recorded as sales in the consolidated financial statements and the related securities and obligations to repurchase such Gensaki securities are not reflected in the accompanying consolidated balance sheets.
New Gensaki transactions (Gensaki Repo transactions) started in the Japanese financial markets in 2001. Gensaki Repo transactions contain margin requirements, rights of security substitution, or restrictions on the customers right to sell or repledge the transferred securities. Accordingly, Gensaki Repo transactions are accounted for as collateralized financing transactions and are recorded on the consolidated balance sheets at the amount that the securities will be repurchased or resold at, as repurchase and reverse repurchase transactions.
Other secured borrowings, which consist primarily of secured borrowings from financial institutions in the inter-bank money market, are recorded at contractual amounts.
Secured loans to financial institutions in the inter-bank money market are included in the consolidated balance sheets in Loans receivable.
On the consolidated balance sheet, all Nomura-owned securities pledged to counterparties where the counterparty has the right to sell or repledge the securities, including Gensaki Repo transactions, are shown parenthetically in Trading assets and private equity investments and Non-trading debt securities as Securities pledged as collateral in accordance with SFAS 140.
Derivatives
Trading
Nomura uses a variety of derivative financial instruments, including futures, forwards, swaps and options, in its trading activities and in the management of its interest rate, market price and currency exposures.
Those derivative financial instruments used in trading activities are valued at market or estimated fair value with the related gains and losses recorded in Net gain on trading. Unrealized gains and losses arising from Nomuras dealings in over-the-counter derivative financial instruments are presented in the accompanying consolidated balance sheets on a net-by-counterparty basis where net presentation is consistent with FIN No. 39, Offsetting of Amounts Related to Certain Contracts.
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Non-trading
In addition to its trading activities, Nomura, as an end user, uses derivative financial instruments to manage its interest rate and currency exposures or to modify the interest rate characteristics of certain non-trading assets and liabilities.
These derivative financial instruments are linked to specific assets or specific liabilities and are designated as hedges as they are effective in reducing the risk associated with the exposure being hedged, and they are highly correlated with changes in the market or fair value of the underlying hedged item, both at inception and throughout the life of the hedge contract. Nomura applies fair value hedge accounting to these hedging transactions, and the relating unrealized profit and losses are recognized together with those of the hedged assets and liabilities as interest revenue or expenses.
Certain derivatives embedded in debt instruments are bifurcated from the host contract, such as bonds and certificates of deposit, and accounted for at fair value. Changes in the fair value of these embedded derivatives are reported in Net gain on trading. Derivatives used to economically hedge these instruments are also accounted for at fair value, and changes in the fair value of these derivatives are reported in Net gain on trading.
Derivatives that do not meet these criteria are carried at market or fair value and with changes in value included currently in earnings.
Allowance for loan losses
Loans receivable consist primarily of margin transaction loans related to broker dealers (margin transaction loans), loans receivable in connection with banking/financing activities (banking/financing activities loans) and loans receivable from financial institutions in the inter-bank money market used for short-term financing (inter-bank money market loans).
Allowances for loan losses on margin transactions loans and inter-bank money market loans are provided for based primarily on historical loss experience.
Allowances for loan losses on banking/financing activities loans reflect managements best estimate of probable losses. The evaluation includes an assessment of the ability of borrowers to pay by considering various factors such as changes in the nature of the loan, volume of the loan, deterioration of pledged collateral, delinquencies and the current financial situation of the borrower.
Office buildings, land, equipment and facilities
Office buildings, land, equipment and facilities, including those held by private equity entities, which consist mainly of office buildings, land and software, are stated at cost, net of accumulated depreciation and amortization, except for land stated at cost. Significant renewals and additions are capitalized at cost. Maintenance, repairs and minor renewals are charged currently to income.
Depreciation is generally computed by the straight-line method and at rates based on estimated useful life of each asset according to general class, type of construction and use. Amortization is generally computed by the straight-line method over the estimated useful lives. The estimated useful lives are generally as follows:
Office buildings |
15 to 50 years | |
Equipment and installations |
3 to 6 years | |
Software |
5 years |
Depreciation and amortization are included in Information processing and communications in the amount of ¥15,053 million, ¥16,138 million and ¥30,050 million, and is included in Occupancy and related depreciation in the amount of ¥3,220 million, ¥26,388 million and ¥8,113 million for the six months ended September 30, 2004 and 2005, and for the year ended March 31, 2005, respectively.
Long-lived assets
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets provides guidance on the financial accounting and reporting for the impairment or disposal of long-lived assets.
In accordance with SFAS No. 144, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the estimated future undiscounted cash flow is less than the carrying amount of the assets, a loss would be recognized to the extent the carrying value exceeded its fair value.
Nomura recorded non-cash impairment charges of ¥nil million, ¥29 million and ¥nil million substantially related to write-downs of office buildings, land, equipment, facilities, and other assets for the six months ended September 30, 2004 and 2005, and for the year ended March 31, 2005, respectively. These losses are included in consolidated statements of income under Non-interest expenses Other.
The revised carrying values of these assets were based on the market or fair value of the assets.
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Investments in equity securities and non-trading debt securities
Nomuras investments in equity securities consist of marketable and non-marketable equity securities that have been acquired for its operating purposes and other than operating purposes. For Nomuras operating purposes, it holds such investments for a long term in order to promote existing and potential business relationships. In doing so, Nomura is following customary business practices in Japan which, through cross-shareholdings, provide a way for companies to manage their shareholder relationships. Such investments consist mainly of equity securities of various financial institutions such as Japanese commercial banks, regional banks and insurance companies. Nomura also holds equity securities such as stock exchange memberships for other than operating purposes.
Investments in equity securities for Nomuras operating purposes recorded as Investments in equity securities in the consolidated balance sheets are comprised of listed equity securities and unlisted equity securities in the amounts of ¥132,550 million and ¥28,527 million at September 30, 2004, ¥165,206 million and ¥27,626 million at September 31, 2005 and ¥145,932 million and ¥26,135 million at March 31, 2005, respectively.
Investments in equity securities for other than operating purposes also include investments in equity securities held by private equity entities, which are included in the consolidated balance sheets in Other assets Other. Such investments are mainly comprised of listed equity securities and unlisted equity securities in the amounts of ¥966 million and ¥6,509 million at September 30, 2004, ¥56,073 million and ¥14,685 million at September 30, 2005 and ¥48,028 million and ¥15,257 million at March 31, 2005, respectively.
In accordance with US GAAP for broker-dealers, investments in equity securities for Nomuras operating purposes and other than operating purposes are recorded at fair value and unrealized gains and losses are recognized currently in income.
Non-trading debt securities are recorded at market or fair value together with the related hedges and the related gains and losses are recorded in Revenue Other in the consolidated income statements.
Income taxes
In accordance with SFAS No. 109, Accounting for Income Taxes, deferred tax assets and liabilities are recorded for the expected future tax consequences of tax loss carryforwards and temporary differences between the carrying amounts and the tax bases of the assets and liabilities based upon enacted tax laws and rates. Nomura recognizes deferred tax assets to the extent it believes that it is more likely than not that a benefit will be realized. A valuation allowance is provided for tax benefits available to Nomura that are not deemed more likely than not to be realized.
Stock-based compensation
Nomura accounts for stock-based compensation in accordance with SFAS No. 123, Accounting for Stock-Based Compensation. Compensation cost is determined using option pricing models intended to estimate the fair value of the awards at the grant date, and it is recognized over the service period, which generally is equal to the vesting period.
Earnings per share
In accordance with SFAS No. 128, Earnings per Share, the computation of basic earnings per share is based on the average number of shares outstanding during the period. Diluted earnings per share reflect all of the securities with potential dilutive effect.
Cash and cash equivalents
Nomura defines cash and cash equivalents as cash on hand and demand deposits with banks.
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Goodwill, intangible assets and negative goodwill
In June 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that any unamortized negative goodwill arising from business combinations completed before July 1, 2001 be written off and recognized as a cumulative effect of a change in accounting principle when SFAS No. 142 is adopted. SFAS No. 142 no longer permits the amortization of goodwill and intangible assets with indefinite lives. Instead these assets must be reviewed annually, or more frequently in certain circumstance, for impairment. Intangible assets that have determinable lives will continue to be amortized over their useful lives and reviewed for impairment.
Goodwill is recognized as the excess of acquisition cost over the fair value of net assets acquired. Goodwill, upon adoption of SFAS No. 142, is not amortized. Nomura periodically assesses the recoverability of goodwill by comparing the fair value of the businesses to which goodwill relates to the carrying amount of the businesses including goodwill. If such assessment indicates that the fair value is less than the related carrying amount, a goodwill impairment determination is made.
New accounting pronouncements
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replace APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement applies to all voluntary changes in accounting principle, and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provision. This statement requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005.
In June 2005, the FASB ratified the consensus reached by the Emerging Issues Task Force on Issue 04-5 (EITF 04-5), Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights. EITF 04-5 presumes that a general partner controls a limited partnership, and should therefore consolidate the limited partnership, unless the limited partners have the substantive ability to remove the general partner without cause based on a simple majority vote or can otherwise dissolve the limited partnership, or unless the limited partners have substantive participating rights over decision making. The guidance is effective for existing partnership agreements for financial reporting periods beginning after December 15, 2005 and immediately for all new limited partnership agreements and any limited partnership agreements that are modified. Nomura is currently assessing the impact of the adoption of EITF 04-5.
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3. | Securities inventory and securities sold but not yet purchased: |
Trading assets and private equity investments, including ones that are disclosed parenthetically as Securities pledged as collateral and Securities sold but not yet purchased consist of trading securities at fair value classified as follows:
Millions of yen | ||||||||||||||||||
September 30 |
March 31 | |||||||||||||||||
2004 |
2005 |
2005 | ||||||||||||||||
Securities inventory |
Securities sold but not yet purchased |
Securities inventory |
Securities sold but not yet purchased |
Securities inventory |
Securities sold but not yet Purchased | |||||||||||||
Equity securities and convertible bonds |
¥ | 2,572,387 | ¥ | 685,519 | ¥ | 2,828,106 | ¥ | 486,753 | ¥ | 2,387,992 | ¥ | 639,919 | ||||||
Government and government agency bonds |
8,849,148 | 5,102,916 | 6,843,902 | 4,348,091 | 9,080,814 | 3,916,141 | ||||||||||||
Bank and corporate debt securities |
1,514,583 | 324,147 | 1,333,421 | 301,227 | 1,494,890 | 267,197 | ||||||||||||
Commercial paper and certificates of deposit |
70,999 | | 28,999 | | 16,000 | | ||||||||||||
Securities options and warrants |
63,980 | 79,288 | 122,887 | 208,017 | 58,639 | 70,652 | ||||||||||||
Mortgage and mortgage-backed securities |
950,151 | 6,026 | 1,539,093 | 560 | 1,056,212 | 1,145 | ||||||||||||
Beneficiary certificates and other |
669,663 | 3,483 | 156,333 | 7,094 | 663,050 | | ||||||||||||
¥ | 14,690,911 | ¥ | 6,201,379 | ¥ | 12,852,741 | ¥ | 5,351,742 | ¥ | 14,757,597 | ¥ | 4,895,054 | |||||||
4. | Derivatives utilized for trading purposes: |
The table below discloses the fair values of derivative financial instruments for trading purposes held or issued by Nomura. These amounts are not reported net of collateral, which Nomura obtained to reduce credit risk exposure:
Millions of yen | |||||||||
September 30 |
March 31 2005 | ||||||||
2004 |
2005 |
||||||||
Trading Assets: |
|||||||||
Foreign exchange forwards |
¥ | 32,539 | ¥ | 55,310 | ¥ | 43,326 | |||
FRA(1) and other OTC(2) forwards |
1,692 | 1,825 | 5,377 | ||||||
Swap agreements |
306,923 | 231,083 | 330,343 | ||||||
Options other than securities optionspurchased |
122,147 | 143,442 | 136,900 | ||||||
Sub-total |
463,301 | 431,660 | 515,946 | ||||||
Securities optionspurchased(3) |
63,518 | 121,652 | 58,500 | ||||||
Total |
¥ | 526,819 | ¥ | 553,312 | ¥ | 574,446 | |||
Trading Liabilities: |
|||||||||
Foreign exchange forwards |
¥ | 20,780 | ¥ | 43,130 | ¥ | 30,858 | |||
FRA and other OTC forwards |
398 | 13,605 | 21,168 | ||||||
Swap agreements |
336,997 | 350,567 | 296,481 | ||||||
Options other than securities optionswritten |
81,945 | 133,958 | 88,612 | ||||||
Sub-total |
440,120 | 541,260 | 437,119 | ||||||
Securities optionswritten(3) |
73,846 | 194,009 | 60,578 | ||||||
Total |
¥ | 513,966 | ¥ | 735,269 | ¥ | 497,697 | |||
(1) | FRA is Forward Rate Agreements. |
(2) | OTC is Over The Counter. |
(3) | Included in Securities inventory and Securities sold but not yet purchased, as appropriate |
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5. | Variable Interest Entities (VIEs): |
In the normal course of business, Nomura acts as a transferor of financial assets to VIEs, administrator of VIEs, and underwriter, distributor and seller of asset-repackaged financial instruments issued by VIEs in connection with its securitization activities. Nomura purchases and sells variable interests in VIEs in connection with its market-making and investing activities. At September 30, 2005, Nomura mainly consolidated VIEs for which Nomura was the primary beneficiary, which was created to market structured bonds to investors by repackaging corporate convertible bonds and VIEs formed to securitize commercial real estate, for which private equity entities were the primary beneficiaries.
The following table shows the classification of the consolidated VIEs assets collateralized for the VIEs obligations. Investors do not have any recourse to Nomura beyond the assets held in the VIEs.
Billions of yen | |||||||||
September 30 |
March 31 2005 | ||||||||
2004 |
2005 |
||||||||
Consolidated VIEs assets collateralized for the VIEs obligations |
|||||||||
Securities inventory |
¥ | 105 | ¥ | 114 | ¥ | 103 | |||
Office buildings, land, equipment and facilities |
| 105 | 106 | ||||||
Other |
| 78 | 71 | ||||||
Total |
¥ | 105 | ¥ | 297 | ¥ | 280 | |||
Nomura also sells beneficial interests regarding leveraged or operating leases for aircraft using VIEs. In such transactions, Nomura may have significant variable interests. In addition, Nomura may have equity interest in VIEs which acquire primarily high yield leveraged loans and other debt obligations rated below investment grade by issuing debt and equity. Nomura makes loans and investments in VIEs which are formed to acquire real estate. These VIEs are formed to invest in real estate or to provide financing for clients through sale and leaseback structures.
The following table sets forth the aggregate total assets of VIEs for which Nomura holds the significant variable interests and maximum exposure to loss associated with these significant variable interests. Maximum exposure to loss does not reflect Nomuras estimate of the actual losses that could result from adverse changes, nor does it reflect the economic hedges Nomura enters into to reduce its exposure:
Billions of yen | |||||||||
September 30 |
March 31 2005 | ||||||||
2004 |
2005 |
||||||||
VIEs assets |
¥ | 136 | ¥ | 345 | ¥ | 287 | |||
Maximum exposure to loss |
15 | 49 | 25 |
Nomura does not apply FIN 46-R to entities that are non-registered investment companies that account for their investments in accordance with the Audit Guide. The FASB has deferred application of FIN 46 to non-registered investment companies until the Investment Company SOP is finalized. The most significant of these entities are the Terra Firma investments. Nomuras interest in these investments totals ¥311 billion, which is already recorded on the consolidated balance sheet at September 30, 2005. This amount represents Nomuras maximum exposure to loss at that date. When the SOP is issued, Nomura will determine whether it remains appropriate to continue to carry the Terra Firma investments at fair value. Depending on the terms of the final SOP and the results of Nomuras review, it is possible that either all or some of the Terra Firma investments could require re-consolidation, thus FIN 46-R could have a material impact on Nomuras consolidated financial statements in the future. However, adopting FIN 46-R will not materially change Nomuras economic exposure with respect to these investments.
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6. | Other assets Other/ Other liabilities Other: |
Other assets Other in the consolidated balance sheet includes goodwill and other intangible assets in the amounts of ¥6,954 million, ¥169,329 million and ¥174,376 million at September 30, 2004 and 2005, and at March 31, 2005, and Investments in equity securities for other than operating purposes, held by private equity entities, in the amounts of ¥920 million, ¥64,010 million and ¥56,979 at September 30, 2004 and 2005, and at March 31, 2005, respectively.
Other liabilities Other in the consolidated balance sheet includes accrued expenses in the amounts of ¥113,240 million, ¥148,215 million and ¥113,180 at September 30, 2004 and 2005, and at March 31, 2005, and minority interest in the amounts of ¥7,749 million, ¥70,814 million and ¥62,684 million at September 30, 2004 and 2005, and at March 31, 2005, respectively.
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7. | Long-term borrowings: |
Long-term borrowings of Nomura at September 30, 2004 and 2005 and March 31, 2005 are shown below:
Millions of yen | |||||||||
September 30 |
March 31 | ||||||||
2004 |
2005 |
2005 | |||||||
Long-term borrowings: | |||||||||
Long-term loans from banks and other financial institutions |
¥ | 562,522 | ¥ | 676,185 | ¥ | 561,901 | |||
Bonds and notes issued |
1,959,113 | 2,210,418 | 2,049,459 | ||||||
Trading balances of secured borrowings |
168,949 | 228,703 | 187,200 | ||||||
Total |
¥ | 2,690,584 | ¥ | 3,115,306 | ¥ | 2,798,560 | |||
Private equity entities long-term borrowings: | |||||||||
Long-term loans from banks and other financial institutions |
¥ | 25,650 | ¥ | 328,597 | ¥ | 349,243 | |||
Bonds and notes issued |
| 94,459 | 95,372 | ||||||
Total |
¥ | 25,650 | ¥ | 423,056 | ¥ | 444,615 | |||
Long-term borrowings consisted of the following: |
|||||||||
Millions of yen | |||||||||
September 30 |
March 31 | ||||||||
2004 |
2005 |
2005 | |||||||
Debt issued by the Company |
¥ | 676,884 | ¥ | 617,845 | ¥ | 678,824 | |||
Debt issued by subsidiaries other than private equity entities guaranteed by the Company |
1,669,028 | 1,878,157 | 1,662,121 | ||||||
Debt issued by subsidiaries other than private equity entities not guaranteed by the Company(1)(2) |
344,672 | 619,304 | 457,615 | ||||||
Total |
¥ | 2,690,584 | ¥ | 3,115,306 | ¥ | 2,798,560 | |||
(1) Includes trading balances of secured borrowings. (2) Includes debt issued by consolidated variable interest entities for which subsidiaries other than private equity entities were the primary beneficiaries | |||||||||
Private equity entities long-term borrowings consisted of the following: | |||||||||
Millions of yen | |||||||||
September 30 |
March 31 | ||||||||
2004 |
2005 |
2005 | |||||||
Private equity entities debt not guaranteed by the Company (3) |
¥ | 25,650 | ¥ | 423,056 | ¥ | 444,615 | |||
(3) Includes debt issued by consolidated variable interest entities for which private equity entities were the primary beneficiaries. |
Trading balances of secured borrowings
These balances of secured borrowings represent secured loans from special purpose entities. These borrowings were not borrowed for the purpose of Nomuras funding but for trading purposes for Nomura to gain profits from distribution of the bonds and notes issued by the special purpose entities to investors. Such bonds and notes are secured by or referenced to certain assets pledged from Nomura to the special purpose entities, and the interest rates, redemption values or maturity have been linked to the performance of these referenced assets. The outstanding balances of these assets are included in the consolidated balance sheets as Securities inventory, and approximate the outstanding balances of related secured borrowings.
50
8. | Assets pledged: |
Nomura enters into secured financing transactions mainly to meet customers needs, finance trading inventory positions and obtain securities for settlement. These transactions include resale and repurchase agreements, securities borrowed and loaned transactions and other secured borrowings.
In many cases, Nomura is permitted to use the securities received as collateral and securities borrowed without collateral to secure repurchase agreements, enter into securities lending transactions or deliver to counterparties to cover short positions. The related balances are as follows:
Billions of yen | |||||||||
September 30 |
March 31 | ||||||||
2004 |
2005 |
2005 | |||||||
The fair value of securities received as collateral and securities borrowed without collateral where Nomura is permitted to sell or repledge the securities |
¥ | 17,192 | ¥ | 20,153 | ¥ | 18,747 | |||
The portion of the above that has been sold (included in Securities sold but not yet purchased on the consolidated balance sheets) or repledged |
13,562 | 16,072 | 14,448 |
Nomura pledges firm-owned securities to collateralize repurchase agreements and other secured financings. Pledged securities that can be sold or repledged by the secured party, including those related to Gensaki Repo transactions, are stated in parentheses on Trading assets and private equity investments or Non-trading debt securities on the consolidated balance sheets.
Assets owned by Nomura, which have been pledged as collateral, primarily to stock exchanges and clearing organizations, without allowing the secured party the right to sell or repledge them, are summarized in the table below:
Millions of yen | |||||||||
September 30 |
March 31 | ||||||||
2004 |
2005 |
2005 | |||||||
Cash deposit: |
|||||||||
Time deposits |
¥ | | ¥ | 3,005 | ¥ | 3,005 | |||
Trading assets: |
|||||||||
Equity securities and convertible bonds |
¥ | 107,168 | ¥ | 113,878 | ¥ | 176,968 | |||
Government and government agency bonds |
627,294 | 302,726 | 344,194 | ||||||
Bank and corporate debt securities |
605,953 | 556,508 | 510,006 | ||||||
Warrants |
353 | 580 | | ||||||
Mortgage and mortgage-backed securities |
552,899 | 1,047,845 | 655,868 | ||||||
¥ | 1,893,667 | ¥ | 2,021,537 | ¥ | 1,687,036 | ||||
Non-trading debt securities |
¥ | 47,002 | ¥ | 57,222 | ¥ | 51,133 | |||
Investments in and advances to affiliated companies |
¥ | 27,412 | ¥ | 49,238 | ¥ | 46,022 | |||
Other |
¥ | | ¥ | 680 | ¥ | 737 |
51
In the normal course of business, certain Nomuras assets are pledged to collateralize borrowing transactions, securities financing transactions, derivative transactions and for other purposes. The carrying values of assets pledged, except for those disclosed in Note 7 and the above table, are as follows:
Millions of yen | |||||||||
September 30 |
March 31 | ||||||||
2004 |
2005 |
2005 | |||||||
Time deposits |
¥ | | ¥ | 3,453 | ¥ | 3,533 | |||
Loans receivable |
51,255 | 26,028 | 34,090 | ||||||
Receivables from other than customers |
| 6,169 | 5,297 | ||||||
Trading securities |
2,569,393 | 2,546,401 | 3,275,382 | ||||||
Office buildings, land, equipment and facilities |
| 186,280 | 191,492 | ||||||
Non-trading debt securities |
62,135 | 98,342 | 97,736 | ||||||
Investments in equity securities |
| 51,035 | 43,482 | ||||||
Investments in and advances to affiliated companies |
11,294 | 8,554 | 8,094 | ||||||
Other |
| 44,875 | 48,080 | ||||||
¥ | 2,694,077 | ¥ | 2,971,137 | ¥ | 3,707,186 | ||||
Assets in the above table were mainly pledged to financial institutions for loans payable and other secured borrowings.
In addition, Nomura repledged ¥26,804 million, ¥672,184 million and ¥179,368 million of securities borrowed at September 30, 2004 and 2005, and March 31, 2005, respectively, as collateral for bank and other loans.
A securities company in Japan is required to segregate cash deposited by customers on securities transactions under the Japanese Securities and Exchange Law. Nomura segregated bonds and equities of ¥295,555 million, ¥392,078 million, and ¥288,454 million at September 30, 2004 and 2005, and March 31, 2005, respectively. These are included in Trading assets and private equity investments Securities inventory on the consolidated balance sheets or borrowed under securities lending and borrowing agreements.
52
9. | Earnings per share: |
The reconciliation of the amounts and the numbers used in the basic and diluted earnings per share (EPS) computations is as follows:
Millions of yen except per share data presented in yen | ||||||
Six months ended September 30 |
Year ended 2005 | |||||
2004 |
2005 |
|||||
Net income applicable to common stock |
44,048 | 69,202 | 94,732 | |||
Basic - |
||||||
Weighted average number of shares outstanding |
1,941,476,091 | 1,921,644,125 | 1,941,401,477 | |||
Net income |
22.69 | 36.01 | 48.80 | |||
Diluted - |
||||||
Weighted average number of shares outstanding used in diluted EPS computations |
1,942,355,989 | 1,924,871,678 | 1,942,517,306 | |||
Net income |
22.68 | 35.95 | 48.77 | |||
The factor of dilution came from only options to purchase common shares for the six months ended September 30, 2004 and 2005, and for the year ended March 31, 2005.
There were options to purchase 6,025,000, 5,919,000 and 5,970,000 shares of common stock at September 30, 2004 and 2005, and March 31, 2005, respectively, which were not included in the computation of diluted EPS because their exercise prices were greater than the average market prices of the common shares for each period.
53
10. | Employee benefit plans: |
Nomura provides various severance indemnities and pension plans which cover certain employees world-wide. In addition, Nomura provides health care benefits to certain active and retired employees through its Nomura Securities Health Insurance Society.
Severance indemnities and pension plans
The net pension and severance cost of the defined benefit plans for employees of the Company and subsidiaries other than private equity entities in Japan (the Japanese entities) and private equity entities for the six months ended September 30, 2004 and 2005 and for the year ended March 31, 2005 are shown below:
The Japanese entities plans
Millions of yen |
||||||||||||
Six months ended September 30 |
Year ended 2005 |
|||||||||||
2004 |
2005 |
|||||||||||
Service cost |
¥ | 4,096 | ¥ | 3,972 | ¥ | 8,134 | ||||||
Interest cost |
1,875 | 2,166 | 3,750 | |||||||||
Expected return on plan assets |
(1,497 | ) | (1,573 | ) | (2,993 | ) | ||||||
Amortization, other |
2,300 | 1,652 | 4,599 | |||||||||
Net periodic pension and severance costs |
¥ | 6,774 | ¥ | 6,217 | ¥ | 13,490 | ||||||
Private equity entities plans
Millions of yen |
||||||||
Six months ended September 30 2005 |
||||||||
Service cost |
¥ | 444 | ||||||
Interest cost |
588 | |||||||
Expected return on plan assets |
(157 | ) | ||||||
Amortization, other |
61 | |||||||
Net periodic pension and severance costs |
¥ | 936 | ||||||
Net periodic pension and severance costs for private equity entities plans were not significant for the years ended March 31, 2005, and the six months ended September 30, 2004.
Subsequent events
Effective October 1, 2005, Nomura Securities, Co. (NSC), which is one of Nomuras consolidated subsidiaries, revised its personnel system including employment categories and positions. In accordance with the revision, NSC has revised the regulation of severance indemnities and pension plans. NSC is currently assessing the potential impact of the revision on the consolidated financial statements.
11. | Investments in affiliated companies: |
Subsequent events
In October 2005, Nomura Facilities, Inc. (NFI), which is one of Nomuras consolidated subsidiaries, applied for a takeover bid offered by Nomura Research Institute, Ltd. (NRI) and NRI re-acquired 4 millions of its stocks from NFI in November 2005. As a result, Nomura has approximately 37% of equity interest in NRI.
54
12. | Credit and investment commitments, contingencies and guarantees: |
Credit and investment commitments
In connection with its banking/financing activities, Nomura has provided to counterparties through subsidiaries, commitments to extend credit which generally have a fixed expiration date. In connection with its investment banking activities, Nomura has entered into agreements with customers under which Nomura has committed to underwrite notes that may be issued by the customers. The outstanding commitments under these agreements are included in commitments to extend credit.
Nomura has commitments to invest in various partnerships and other entities, primarily in connection with its merchant banking activities, and also has commitments to provide financing for investments related to these partnerships. The outstanding commitments under these agreements are included in commitments to invest in partnerships.
Contractual amounts of these commitments at September 30, 2004, September 30, 2005 and March 31, 2005 were as follows:
Millions of yen | |||||||||
September 30 |
March 31 2005 | ||||||||
2004 |
2005 |
||||||||
Commitments to extend credit and to invest in partnerships |
¥ | 153,158 | ¥ | 228,690 | ¥ | 192,590 |
Lease
Leases as lessee
Nomura leases its office space and certain employees residential facilities in Japan primarily under cancelable lease agreements which are customarily renewed upon expiration. Nomura also leases certain equipment and facilities under noncancelable lease agreements.
Presented below is a schedule of future minimum lease payments under capital leases as of September 30, 2005:
Millions of yen |
||||
September 30, 2005 |
||||
Year ending September 30, |
||||
2006 |
¥ | 5,122 | ||
2007 |
4,028 | |||
2008 |
3,560 | |||
2009 |
2,846 | |||
2010 |
2,480 | |||
2011 and thereafter |
20,333 | |||
Total minimum lease payments |
38,369 | |||
Less: Amount representing interest |
(7,487 | ) | ||
Present value of net minimum lease payments |
¥ | 30,882 | ||
Office buildings, land, equipment and facilities on the consolidated balance sheet includes capital leases in the amount of ¥26,491 million at September 30, 2005.
Presented below is a schedule of future minimum rental payments under non-cancelable operating leases with remaining terms exceeding one year as of September 30, 2005:
Millions of yen |
||||
September 30, 2005 |
||||
Year ending September 30, |
||||
2006 |
¥ | 5,645 | ||
2007 |
4,861 | |||
2008 |
4,834 | |||
2009 |
4,097 | |||
2010 |
3,125 | |||
2011 and thereafter |
8,087 | |||
Total minimum lease payments |
30,649 | |||
Less: Sublease rental income |
(2,129 | ) | ||
Net minimum lease payments |
¥ | 28,520 | ||
Certain leases contain renewal options or escalation clauses providing for increased rental payments based upon maintenance, utility and tax increases.
55
Contingencies
Claims by UK Tax Authority
At March 31, 2005, one of the European subsidiaries, Nomura International plc (NIP), is subject to a claim by the UK Tax Authorities. This relates to employers national insurance. Reserves have been established against this claim, which Nomura believes to be adequate. However there is a reasonable possibility that additional amounts may be incurred. The management of Nomura believes that the estimated range of the additional possible amount is between ¥0 and ¥10.9 billion. This range and the level of reserves are adjusted when there is more information available, or when an event occurs requiring a change to the reserves.
At September 30, 2005, with regard to the range and the level of reserves, there is no more information available, or an event does not occur requiring significant change.
Legal and Arbitration Proceedings
In the normal course of business, Nomura is involved in lawsuits and other legal proceedings and, as a result of such activities, is subject to ongoing legal risk. The management of Nomura believes that the ultimate resolution of such litigation will not be material to the financial statements.
The legal disputes include the actions described below.
In 1998, one of the European subsidiaries, Nomura Principal Investment plc (NPI), acquired approximately 46% of the issued share capital of Investicni a Postovni Banka, a.s. (IPB), a Czech bank. On June 16, 2000, the Czech National Bank (CNB) placed IPB into forced administration. On June 19, 2000, the administrator appointed by the CNB transferred IPBs entire business to Ceskoslovenska Obchodni Banka (CSOB), another Czech bank.
NPI and NIP are involved in both bringing and defending a number of legal claims arising out of the circumstances surrounding NPIs acquisition of its interest in IPB, the imposition of forced administration, and the immediate sale by the administrator of IPBs entire business to CSOB. The legal disputes include international arbitration proceedings in which the Czech Republic is seeking damages against NPI. CSOB is also pursuing a legal action before the Czech courts seeking damages against NPI, NIP and others arising out of IPBs sale of a Czech brewery. Nomura believes that all such claims are without merit and Nomura is vigorously defending them.
Guarantees
In November 2002, the FASB issued FIN No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN No. 45 specifies the disclosures to be made about obligations under certain issued guarantees and requires a liability to be recognized for the fair value of a guarantee obligation. The recognition and measurement provisions of the interpretation apply prospectively to guarantees issued or amended after December 31, 2002.
Nomura enters into, in the normal course of its subsidiaries banking/financing activities, various guarantee arrangements with counterparties in the form of standby letters of credit and other guarantees, which generally have a fixed expiration date.
In addition, Nomura enters into certain derivative contracts that meet the FIN No. 45 definition of guarantees. FIN No.45 defines guarantees to include derivative contracts that contingently require a guarantor to make payment to a guaranteed party based on changes in an underlying that relates to an asset, liability or equity security of a guaranteed party. These derivative contracts include certain written options and credit default swaps. Because Nomura does not track whether its clients enter into these derivative contracts for speculative or hedging purposes, Nomura has disclosed information about derivative contracts that could meet the FIN No. 45 definition of guarantees.
For information about the maximum potential amount of future payments that Nomura could be required to make under certain derivatives, the notional amount of contracts has been disclosed. However, the maximum potential payout for certain derivative contracts, such as written interest rate caps and written currency options, cannot be estimated, as increases in interest or foreign exchange rates in the future could be theoretically unlimited.
Nomura records all derivative contracts at fair value on its consolidated balance sheets. Nomura believes the notional amounts generally overstate its risk exposure.
56
The following table sets forth maximum potential payout/notional about Nomuras derivative contracts that could meet the definition of a guarantee, standby letters of credit and certain other guarantees at September 30, 2004, September 30, 2005 and March 31, 2005:
Millions of yen | |||||||||
September 30 |
March 31 2005 | ||||||||
2004 |
2005 |
||||||||
Derivative contracts(1) |
¥ | 12,409,433 | ¥ | 17,710,282 | ¥ | 13,013,712 | |||
Standby letters of credit and other guarantees(2) |
7,280 | 7,152 | 7,919 |
(1) | Carrying value of the derivative contracts were ¥363,616 million, ¥597,516 million and ¥325,711 million as of September 30, 2004 and 2005, and March 31, 2005, respectively. |
(2) | Carrying value of the standby letters of credit and other guarantees were ¥82 million, ¥69 million and ¥77 million as of September 30, 2004 and 2005, and March 31, 2005, respectively. |
13. | Segment information: |
Operating segments
Nomura operated three business segments until March 31, 2005: Domestic Retail, Global Wholesale and Asset Management. From April 1, 2005, Nomura has reorganized its business segments into five segments: Domestic Retail, Global Markets, Global Investment Banking, Global Merchant Banking and Asset Management, from the previous three. Of these, Global Wholesale has been split into Global Markets, Global Investment Banking and Global Merchant Banking in anticipation of future business growth and to ensure mobility in entering new business. Nomura structures its business segments based upon the nature of specific products and services, its main customer base and its management structure.
The accounting policies for segment information materially follow U.S. GAAP, except as described below:
| The impact of unrealized gains/losses on long-term investments in equity securities held for relationship purposes, which under U.S. GAAP is included in net income, is excluded from segment information. |
| The investments in private equity business are treated as private equity positions for management reporting purposes, as management views these entities as investments held for ultimate sale and the realization of capital gains. Any changes in managements estimate of fair value of these investments are included in the non-interest revenue line under Global Merchant Banking. These investments are accounted for at fair value, under the equity method of accounting or as consolidated subsidiaries, depending on the attributes of each investment under U.S. GAAP. The impacts of consolidating and deconsolidating these investments, including the elimination impact under U.S. GAAP, are not included in the segment information but described in the reconciliation table. |
Revenues and expenses directly associated with each business segment are included in determining their operating results. Revenues and expenses that are not directly attributable to a particular segment are allocated to each business segment or included in Other based upon Nomuras allocation methodologies as used by management to assess each segments performance.
57
Business segments results for the six months ended September 30, 2004 and 2005, and for the year ended March 31, 2005 are shown in the following table. Net interest revenue is disclosed because management utilizes interest revenue after deducting interest expense for its operating decision. Business segments information on total assets is not disclosed because management does not utilize such information for its operating decisions and therefore, it is not reported to management.
Millions of yen | |||||||||||||||||||||||
Domestic Retail |
Global Markets |
Global Investment Banking |
Global Merchant Banking |
Asset Management |
Other (Inc. elimination) |
Total | |||||||||||||||||
Six months ended September 30, 2004 |
|||||||||||||||||||||||
Non-interest revenue |
¥ | 150,401 | ¥ | 73,453 | ¥ | 34,452 | ¥ | 6,481 | ¥ | 19,888 | ¥ | 5,963 | ¥ | 290,638 | |||||||||
Net interest revenue |
1,330 | 43,232 | 1,367 | (6,070 | ) | 779 | 9,002 | 49,640 | |||||||||||||||
Net revenue |
151,731 | 116,685 | 35,819 | 411 | 20,667 | 14,965 | 340,278 | ||||||||||||||||
Non-interest expenses |
108,214 | 82,688 | 22,140 | 5,434 | 17,704 | 14,942 | 251,122 | ||||||||||||||||
Income (loss) before income taxes |
¥ | 43,517 | ¥ | 33,997 | ¥ | 13,679 | ¥ | (5,023 | ) | ¥ | 2,963 | ¥ | 23 | ¥ | 89,156 | ||||||||
Six months ended September 30, 2005 |
|||||||||||||||||||||||
Non-interest revenue |
¥ | 184,821 | ¥ | 96,764 | ¥ | 32,070 | ¥ | 9,940 | ¥ | 25,239 | ¥ | 360 | ¥ | 349,194 | |||||||||
Net interest revenue |
1,425 | 30,735 | 1,168 | (6,332 | ) | 1,135 | 13,913 | 42,044 | |||||||||||||||
Net revenue |
186,246 | 127,499 | 33,238 | 3,608 | 26,374 | 14,273 | 391,238 | ||||||||||||||||
Non-interest expenses |
114,519 | 96,705 | 21,952 | 4,782 | 19,111 | 15,247 | 272,316 | ||||||||||||||||
Income before income taxes |
¥ | 71,727 | ¥ | 30,794 | ¥ | 11,286 | ¥ | (1,174 | ) | ¥ | 7,263 | ¥ | (974 | ) | ¥ | 118,922 | |||||||
Year ended March 31, 2005 |
|||||||||||||||||||||||
Non-interest revenue |
¥ | 301,464 | ¥ | 170,667 | ¥ | 73,271 | ¥ | 20,910 | ¥ | 42,239 | ¥ | 26,064 | ¥ | 634,615 | |||||||||
Net interest revenue |
2,903 | 72,420 | 2,174 | (13,572 | ) | 1,283 | 9,159 | 74,367 | |||||||||||||||
Net revenue |
304,367 | 243,087 | 75,445 | 7,338 | 43,522 | 35,223 | 708,982 | ||||||||||||||||
Non-interest expenses |
223,200 | 182,901 | 46,231 | 10,370 | 36,086 | 22,612 | 521,400 | ||||||||||||||||
Income (loss) before income taxes |
¥ | 81,167 | ¥ | 60,186 | ¥ | 29,214 | ¥ | (3,032 | ) | ¥ | 7,436 | ¥ | 12,611 | ¥ | 187,582 | ||||||||
Transactions between operating segments are recorded within segment results on commercial terms and conditions and are eliminated in the Other column.
The following table presents the major components of income (loss) before income taxes in Other.
Millions of yen |
||||||||||||
Six months ended September 30 |
Year ended 2005 |
|||||||||||
2004 |
2005 |
|||||||||||
Net (loss) on trading related to economic hedging transactions |
¥ | (8,499 | ) | ¥ | (11,251 | ) | ¥ | (9,687 | ) | |||
Realized gain on investments in equity securities held for relationship purpose |
4,204 | 8,101 | 6,950 | |||||||||
Equity in earnings of affiliates |
2,933 | 5,688 | 7,271 | |||||||||
Corporate items |
(1,860 | ) | (3,212 | ) | 4,519 | |||||||
Others |
3,245 | (300 | ) | 3,558 | ||||||||
Total |
¥ | 23 | ¥ | (974 | ) | ¥ | 12,611 | |||||
58
The table below presents reconciliation of the combined business segments results included in the preceding table to Nomuras reported Net revenue, Non-interest expenses and Income before income taxes on the consolidated income statements.
Millions of yen | ||||||||||
Six months ended September 30 |
Year ended 2005 | |||||||||
2004 |
2005 |
|||||||||
Net revenue |
¥ | 340,278 | ¥ | 391,238 | ¥ | 708,982 | ||||
Unrealized (loss) gain on investments in equity securities held for relationship purpose |
(5,557 | ) | 20,273 | 8,364 | ||||||
Effect of consolidation/deconsolidation of the private equity investee companies |
36,048 | 257,469 | 81,844 | |||||||
Consolidated net revenue |
¥ | 370,769 | ¥ | 668,980 | ¥ | 799,190 | ||||
Non-interest expenses |
¥ | 251,122 | ¥ | 272,316 | ¥ | 521,400 | ||||
Unrealized (loss) gain on investments in equity securities held for relationship purpose |
| | | |||||||
Effect of consolidation/deconsolidation of the private equity investee companies |
30,974 | 248,351 | 72,955 | |||||||
Consolidated non-interest expenses |
¥ | 282,096 | ¥ | 520,667 | ¥ | 594,355 | ||||
Income before income taxes |
¥ | 89,156 | ¥ | 118,922 | ¥ | 187,582 | ||||
Unrealized (loss) gain on investments in equity securities held for relationship purpose |
(5,557 | ) | 20,273 | 8,364 | ||||||
Effect of consolidation/deconsolidation of the private equity investee companies |
5,074 | 9,118 | 8,889 | |||||||
Consolidated income before income taxes |
¥ | 88,673 | ¥ | 148,313 | ¥ | 204,835 | ||||
59
Geographic information
In general, Nomuras identifiable assets, revenues and expenses are allocated based on the country of domicile of the legal entity providing the service. However, because of the integration of the global capital markets and the corresponding globalization of Nomuras activities and services, it is not always possible to make a precise separation by location. As a result, various assumptions, which are consistent among years, have been made in presenting the following geographic data.
The table below presents a geographic allocation of net revenue and income (loss) before income taxes from operations by geographic areas, and long-lived assets associated with Nomuras operations. Net revenue in Americas and Europe substantially represents Nomuras operations in the United States and the United Kingdom, respectively.
Millions of yen |
||||||||||||
Six months ended September 30 |
Year ended 2005 |
|||||||||||
2004 |
2005 |
|||||||||||
Net revenue: |
||||||||||||
Americas |
¥ | 21,835 | ¥ | 36,734 | ¥ | 65,026 | ||||||
Europe |
13,600 | 1,366 | 48,557 | |||||||||
Asia and Oceania |
9,917 | 10,010 | 17,275 | |||||||||
Sub-total |
45,352 | 48,110 | 130,858 | |||||||||
Japan |
325,417 | 620,870 | 668,332 | |||||||||
Consolidated |
¥ | 370,769 | ¥ | 668,980 | ¥ | 799,190 | ||||||
Income (loss) before income taxes: |
||||||||||||
Americas |
¥ | (5,049 | ) | ¥ | 3,957 | ¥ | 2,505 | |||||
Europe |
(26,988 | ) | (49,056 | ) | (42,103 | ) | ||||||
Asia and Oceania |
(2,780 | ) | 345 | (4,281 | ) | |||||||
Sub-total |
(34,817 | ) | (44,754 | ) | (43,879 | ) | ||||||
Japan |
123,490 | 193,067 | 248,714 | |||||||||
Consolidated |
¥ | 88,673 | ¥ | 148,313 | ¥ | 204,835 | ||||||
Millions of yen |
||||||||||||
September 30 |
March 31 2005 |
|||||||||||
2004 |
2005 |
|||||||||||
Long-lived assets: |
||||||||||||
Americas |
¥ | 6,733 | ¥ | 9,355 | ¥ | 8,020 | ||||||
Europe |
44,263 | 46,958 | 46,487 | |||||||||
Asia and Oceania |
3,874 | 4,268 | 4,373 | |||||||||
Sub-total |
54,870 | 60,581 | 58,880 | |||||||||
Japan |
231,219 | 808,037 | 825,812 | |||||||||
Consolidated |
¥ | 286,089 | ¥ | 868,618 | ¥ | 884,692 | ||||||
There is no revenue derived from transactions with a single major external customer for the six months ended September 30, 2004 and 2005 and for the year ended March 31, 2005.
60
14. | Subsequent events: |
None.
We are involved in a number of actions and proceedings in Japan and overseas, which are either ordinary routine actions and proceedings incidental to our business or not material to us. Based upon the information currently available to us and our domestic and overseas legal counsel, we believe that the ultimate resolution of such actions and proceedings will not, in the aggregate, have a material adverse effect on our financial condition or results of our operations including the actions described below.
In 1998, one of the European subsidiaries, Nomura Principal Investment plc (NPI), acquired approximately 46% of the issued share capital of Investicni a Postovni Banka, a.s. (IPB), a Czech bank. On June 16, 2000, the Czech National Bank (CNB) placed IPB into forced administration. On June 19, 2000, the administrator appointed by the CNB transferred IPBs entire business to Ceskoslovenska Obchodni Banka (CSOB), another Czech bank.
NPI and Nomura International plc (NIP) are involved in both bringing and defending a number of legal claims arising out of the circumstances surrounding NPIs acquisition of its interest in IPB, the imposition of forced administration, and the immediate sale by the administrator of IPBs entire business to CSOB. The legal disputes include international arbitration proceedings in which the Czech Republic is seeking damages of $3-8 billion. CSOB is also pursuing a legal action before the Czech courts seeking damages of $629 million against NPI, NIP and others arising out of IPBs sale of a Czech brewery. We believe that all such claims are without merit and we are vigorously defending them.
61
2. Nonconsolidated Financial Statements and Other
(1) Nonconsolidated Financial Statements
1) Nonconsolidated Balance Sheets
September 30, 2004 |
September 30, 2005 |
March 31, 2005 | |||||||||||||||
Notes |
Millions of yen |
(%) |
Millions of yen |
(%) |
Millions of yen |
(%) | |||||||||||
(ASSETS) |
|||||||||||||||||
Current Assets |
|||||||||||||||||
Cash and cash deposits |
5,992 | 13,297 | 7,395 | ||||||||||||||
Short-term loans receivable |
1,058,260 | 1,421,726 | 1,090,526 | ||||||||||||||
Deferred tax assets |
2,991 | 1,690 | 4,581 | ||||||||||||||
Other current assets |
43,051 | 57,308 | 83,275 | ||||||||||||||
Allowance for doubtful accounts |
(2 | ) | (5 | ) | (2 | ) | |||||||||||
Total Current Assets |
1,110,293 | 37.4 | 1,494,015 | 45.7 | 1,185,775 | 39.4 | |||||||||||
Fixed Assets |
|||||||||||||||||
Tangible fixed assets |
*1 | 39,120 | 37,385 | 38,152 | |||||||||||||
Intangible assets |
64,559 | 60,544 | 65,916 | ||||||||||||||
Investments and others |
1,755,053 | 1,677,987 | 1,720,949 | ||||||||||||||
Investment securities |
*2 | 164,282 | 209,937 | 185,558 | |||||||||||||
Investments in subsidiaries and affiliates (at cost) |
*2 | 1,166,514 | 1,165,618 | 1,134,697 | |||||||||||||
Other securities of subsidiaries and affiliates |
| 9,103 | 5,660 | ||||||||||||||
Long-term loans receivable |
306,683 | 184,812 | 280,950 | ||||||||||||||
Long-term guarantee deposits |
51,505 | 52,500 | 50,312 | ||||||||||||||
Deferred tax assets |
40,889 | 38,764 | 46,998 | ||||||||||||||
Other investments |
25,213 | 17,286 | 16,807 | ||||||||||||||
Allowance for doubtful accounts |
(34 | ) | (33 | ) | (33 | ) | |||||||||||
Total Fixed Assets |
1,858,732 | 62.6 | 1,775,916 | 54.3 | 1,825,017 | 60.6 | |||||||||||
TOTAL ASSETS |
2,969,025 | 100.0 | 3,269,931 | 100.0 | 3,010,792 | 100.0 | |||||||||||
62
September 30, 2004 |
September 30, 2005 |
March 31, 2005 |
||||||||||||||||||
Notes |
Millions of yen |
(%) |
Millions of yen |
(%) |
Millions of yen |
(%) |
||||||||||||||
(LIABILITIES) |
||||||||||||||||||||
Current Liabilities |
||||||||||||||||||||
Short-term borrowings |
691,000 | 1,014,500 | 745,500 | |||||||||||||||||
Bond with maturity of less than one year |
60,000 | | 60,000 | |||||||||||||||||
Collaterals received |
63,553 | 82,033 | 75,780 | |||||||||||||||||
Accrued income taxes |
200 | 27,032 | 4,024 | |||||||||||||||||
Other current liabilities |
12,152 | 12,260 | 21,627 | |||||||||||||||||
Total Current Liabilities |
826,904 | 27.8 | 1,135,825 | 34.7 | 906,931 | 30.1 | ||||||||||||||
Long-term Liabilities |
||||||||||||||||||||
Bonds payable |
180,000 | 180,000 | 180,000 | |||||||||||||||||
Long-term borrowings |
439,500 | 416,000 | 436,000 | |||||||||||||||||
Other long-term liabilities |
2,890 | 1,495 | 2,323 | |||||||||||||||||
Total Long-term Liabilities |
622,390 | 21.0 | 597,495 | 18.3 | 618,323 | 20.6 | ||||||||||||||
TOTAL LIABILITIES |
1,449,294 | 48.8 | 1,733,320 | 53.0 | 1,525,254 | 50.7 | ||||||||||||||
(SHAREHOLDERS EQUITY) |
||||||||||||||||||||
Common stock |
182,800 | 6.2 | 182,800 | 5.6 | 182,800 | 6.1 | ||||||||||||||
Capital reserves |
||||||||||||||||||||
Additional paid-in capital |
112,504 | 112,504 | 112,504 | |||||||||||||||||
Other capital reserves |
1,817 | 1,821 | 1,821 | |||||||||||||||||
Total capital reserves |
114,322 | 3.9 | 114,326 | 3.5 | 114,326 | 3.8 | ||||||||||||||
Earned surplus |
||||||||||||||||||||
Earned surplus reserve |
81,858 | 81,858 | 81,858 | |||||||||||||||||
Voluntary reserve |
950,033 | 1,020,029 | 950,033 | |||||||||||||||||
Unappropriated retained earnings |
179,904 | 155,747 | 137,538 | |||||||||||||||||
Total earned surplus |
1,211,795 | 40.8 | 1,257,634 | 38.5 | 1,169,430 | 38.8 | ||||||||||||||
Net unrealized gain on investment securities |
42,203 | 1.4 | 62,854 | 1.9 | 50,603 | 1.7 | ||||||||||||||
Treasury stock |
(31,389 | ) | (1.1 | ) | (81,003 | ) | (2.5 | ) | (31,620 | ) | (1.1 | ) | ||||||||
TOTAL SHAREHOLDERS EQUITY |
1,519,731 | 51.2 | 1,536,612 | 47.0 | 1,485,538 | 49.3 | ||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
2,969,025 | 100.0 | 3,269,931 | 100.0 | 3,010,792 | 100.0 | ||||||||||||||
63
2) Nonconsolidated Income Statements
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||||||||||||
Notes |
Millions of yen |
(%) |
Millions of yen |
(%) |
Millions of yen |
(%) | ||||||||
Operating revenue |
||||||||||||||
Property and equipment fee revenue |
*1 | 26,934 | 29,268 | 55,787 | ||||||||||
Rent revenue |
*2 | 14,657 | 15,549 | 29,511 | ||||||||||
Royalty on trademark |
*3 | 7,737 | 8,501 | 14,880 | ||||||||||
Dividend from subsidiaries and affiliated companies |
162,153 | 95,734 | 162,389 | |||||||||||
Others |
*4 | 3,513 | 4,344 | 7,032 | ||||||||||
Total operating revenue |
214,995 | 100.0 | 153,396 | 100.0 | 269,600 | 100.0 | ||||||||
Operating expenses |
||||||||||||||
Compensation and benefits |
586 | 459 | 1,687 | |||||||||||
Rental and maintenance |
15,173 | 15,961 | 31,061 | |||||||||||
Data processing and office supplies |
9,731 | 10,037 | 20,117 | |||||||||||
Depreciation and amortization |
*5 | 13,904 | 13,338 | 27,762 | ||||||||||
Others |
3,087 | 3,503 | 5,926 | |||||||||||
Interest expenses |
2,562 | 2,562 | 5,149 | |||||||||||
Total operating expenses |
45,043 | 21.0 | 45,860 | 29.9 | 91,702 | 34.0 | ||||||||
Operating income |
169,952 | 79.0 | 107,536 | 70.1 | 177,898 | 66.0 | ||||||||
Non-operating income |
1,863 | 0.9 | 3,041 | 2.0 | 3,632 | 1.3 | ||||||||
Non-operating expenses |
710 | 0.3 | 83 | 0.1 | 2,122 | 0.8 | ||||||||
Ordinary income |
171,105 | 79.6 | 110,494 | 72.0 | 179,408 | 66.5 | ||||||||
64
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 |
||||||||||||||
Notes |
Millions of yen |
(%) |
Millions of yen |
(%) |
Millions of yen |
(%) |
||||||||||
Special profits |
||||||||||||||||
Gain on sales of investment securities |
5,497 | 8,292 | 10,022 | |||||||||||||
Reversal of allowance for doubtful accounts |
0 | | | |||||||||||||
Gain on redemption of warrants |
195 | | 195 | |||||||||||||
Total special profits |
5,693 | 2.6 | 8,292 | 5.4 | 10,218 | 3.8 | ||||||||||
Special losses |
||||||||||||||||
Loss on sales of investment securities |
1 | 323 | 68 | |||||||||||||
Loss on devaluation of investment securities |
1,553 | 57 | 2,351 | |||||||||||||
Loss on devaluation of investments in subsidiaries and affiliates |
| 160 | 47,242 | |||||||||||||
Loss on retirement of fixed assets |
| 1,612 | | |||||||||||||
Total special losses |
1,554 | 0.7 | 2,152 | 1.4 | 49,661 | 18.4 | ||||||||||
Profit before income taxes |
175,244 | 81.5 | 116,634 | 76.0 | 139,965 | 51.9 | ||||||||||
Income taxes - current |
2,257 | 1.0 | 6,396 | 4.2 | 3,455 | 1.3 | ||||||||||
Income taxes - deferred |
1,932 | 0.9 | 2,611 | 1.7 | (11,603 | ) | (4.3 | ) | ||||||||
Net profit |
171,055 | 79.6 | 107,627 | 70.2 | 148,113 | 54.9 | ||||||||||
Retained earnings brought forward |
8,849 | 48,121 | 8,849 | |||||||||||||
Interim dividend |
| | 19,423 | |||||||||||||
Unappropriated retained earnings |
179,904 | 155,747 | 137,538 | |||||||||||||
65
[ Significant Accounting Policies]
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||
1. Basis and Methods of Valuation for Financial Instruments
(1) Other securities a. Securities with market value
Recorded at market value.
The difference between the cost using the moving average method or amortized cost and market value less deferred taxes is recorded as Net unrealized gain on investment securities in Shareholders Equity on the balance sheet. |
1. Basis and Methods of Valuation for Financial Instruments
(1) Other securities a. Securities with market value
(Same as left) |
1. Basis and Methods of Valuation for Financial Instruments
(1) Other securities a. Securities with market value
(Same as left) | ||
b. Securities with no market value
Recorded at cost using the moving average method or amortized cost. |
b. Securities with no market value
(Same as left)
With respect to investments in investment enterprise partnerships and similar ones which are regarded as equivalent to securities in accordance with Paragraph 2, Article 2 of the Securities and Exchange Law, the pro rata shares of such partnerships are recorded at net asset values based on the available current financial statements on the reporting date set forth in the partnership agreements. |
b. Securities with no market value
(Same as left)
With respect to investments in investment enterprise partnerships and similar ones which are regarded as equivalent to securities in accordance with Paragraph 2, Article 2 of the Securities and Exchange Law, the pro rata shares of such partnerships are recorded at net asset values based on the available current financial statements on the reporting date set forth in the partnership agreements. | ||
(2) Stocks of subsidiaries and affiliates
Recorded at cost using the moving average method. |
(2) Stocks of subsidiaries and affiliates
(Same as left) |
(2) Stocks of subsidiaries and affiliates
(Same as left) |
66
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||
2. Depreciation and Amortization
(1) Depreciation of tangible fixed assets |
2. Depreciation and Amortization
(1) Depreciation of tangible fixed assets
|
2. Depreciation and Amortization
(1) Depreciation of tangible fixed assets | ||
Tangible fixed assets are depreciated primarily on the declining-balance method, except for buildings acquired after March 31, 1998 which are depreciated on the straight-line method.
The estimated useful lives are generally as follows:
Buildings 15 50 years Furniture & fixtures 3 6 years |
(Same as left) | (Same as left) | ||
(2) Amortization of intangible assets Intangible assets are amortized over their estimated useful lives primarily on the straight-line method.
The useful lives of software are based on those determined internally. |
(2) Amortization of intangible assets
(Same as left) |
(2) Amortization of intangible assets
(Same as left) |
67
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||
3. Provisions
(1) Allowance for doubtful accounts
To provide for bad loans, the Company made provisions for doubtful accounts based on an estimate of the uncollectible amount calculated using historical loss ratios or a reasonable estimate based on financial condition of individual borrowers. |
3. Provisions
(1) Allowance for doubtful accounts
(Same as left) |
3. Provisions
(1) Allowance for doubtful accounts
(Same as left) | ||
(2) Accrued bonuses
To prepare for payments of bonuses to employees, the estimated amount is recorded in accordance with the prescribed calculation method. |
(2) Accrued bonuses
(Same as left) |
(2) Accrued bonuses
(Same as left) | ||
4. Translation of Balance Sheet Accounts Denominated in Foreign Currencies
Financial assets and liabilities denominated in foreign currencies are translated into Japanese yen using exchange rates as of the balance sheet date. Gains and losses resulting from translation are reflected in the income statement. |
4. Translation of Balance Sheet Accounts Denominated in Foreign Currencies
(Same as left) |
4. Translation of Balance Sheet Accounts Denominated in Foreign Currencies
(Same as left) | ||
5. Leasing Transactions
Financing leases other than those for which the ownership of the leased property are deemed to transfer to the lessees are accounted for primarily as ordinary rental transactions. |
5. Leasing Transactions
(Same as left) |
5. Leasing Transactions
(Same as left) | ||
6. Hedging Activities
(1) Hedge accounting
Mark-to-market gains and losses on hedging instruments are deferred as assets or liabilities until the gains or losses on the underlying hedged securities are realized. Certain eligible foreign-currency denominated monetary items are translated at forward exchange rates and the difference is amortized over the remaining period. |
6. Hedging Activities
(1) Hedge accounting
(Same as left) |
6. Hedging Activities
(1) Hedge accounting
(Same as left) | ||
(2) Hedging instruments and hedged items
The Company utilizes derivative contracts such as interest rate swaps to hedge the interest rate risk on bonds and other instruments that the Company issued. The Company utilizes currency forward contracts to hedge foreign currency risk on loans. |
(2) Hedging instruments and hedged items
(Same as left) |
(2) Hedging instruments and hedged items
(Same as left) |
68
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||
(3) Hedging policy
As a general rule, the interest rate risk on bonds and foreign currency risk on loans are fully hedged until maturity. |
(3) Hedging policy
(Same as left) |
(3) Hedging policy
As a general rule, the interest rate risk on bonds is fully hedged until maturity. | ||
(4) Valuating the validity of hedging instruments
The Company regularly verifies the result of risk offsetting by each hedging instrument and hedged item. |
(4) Valuating the validity of hedging instruments
(Same as left) |
(4) Valuating the validity of hedging instruments
(Same as left) | ||
7. Other Important Items as Basis of Financial Information | 7. Other Important Items as Basis of Financial Information | 7. Other Important Items as Basis of Financial Information | ||
(1) Accounting for Consumption Taxes
Consumption taxes are accounted for based on the tax exclusion method. |
(1) Accounting for Consumption Taxes
(Same as left) |
(1) Accounting for Consumption Taxes
(Same as left) | ||
(2) Application of Consolidated Tax Return System
The Company applies consolidated tax return system. |
(2) Application of Consolidated Tax Return System
(Same as left) |
(2) Application of Consolidated Tax Return System
(Same as left) |
[Change in Accounting Principle]
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||
__________ | From September 30, 2005, the Company adopted Statement of Opinion, Accounting for Impairment of Fixed Assets issued by the Business Accounting Council in August 2002 and Guidance No.6 Guidance for Accounting Standard for Impairment of Fixed Assets issued by the Accounting Standards Board of Japan (ASB) in October 2003. This adoption had no effect on the income statement for the six months ended September 30, 2005. | __________ |
69
Six months ended September 30, 2004 |
Six months ended September 30, 2005 | |
__________ | (Fixed Assets)
In accordance with Revision of the Securities and Exchange Law (Legislation No.97, 2004), which was issued on June 9, 2004 and applied on December 1, 2004, and the Practical Guidelines Concerning Accounting for Financial Instruments (Accounting Committee Report No.14) which was revised on February 15, 2005, ¥10,259 million of investments in investment enterprise partnerships and similar ones which are regarded as equivalent to securities in accordance with Paragraph 2, Article 2 of the Securities and Exchange Law are included in Investment securities and Other securities of subsidiaries and affiliates as of September 30, 2005 while such investments of ¥6,967 million were included in Other investments of Investments and others as of September 30, 2004. The portion included in Investment securities was ¥1,157 million as of September 30, 2005 (¥908 million as of September 30, 2004) . |
70
[Notes to the Nonconsolidated Financial Statements]
(Balance Sheet)
September 30, 2004 |
September 30, 2005 |
March 31, 2005 | ||
*1. Accumulated depreciation on tangible fixed assets: 66,413 mil. Yen |
*1. Accumulated depreciation on tangible fixed assets: 68,124 mil. Yen |
*1. Accumulated depreciation on tangible fixed assets: 66,582 mil. Yen | ||
*2. Securities deposited The Company loaned investment securities and investments in affiliates with a market value of 68,854 mil. Yen based on contracts whereby the borrower has the rights to resell or repledge them. |
*2. Securities deposited The Company loaned investment securities and investments in affiliates with a market value of 92,731mil. Yen based on contracts whereby the borrower has the rights to resell or repledge them. |
*2. Securities deposited The Company loaned investment securities and investments in affiliates with a market value of 79,137 mil. Yen based on contracts whereby the borrower has the rights to resell or repledge them. | ||
3. Financial guarantee (Note 1) Principal and interest of ¥358,200 million bonds issued by Nomura Securities, Co., Ltd. |
3. Financial guarantee (Note 1) Principal and interest of ¥258,200 million bonds issued by Nomura Securities, Co., Ltd. |
3. Financial guarantee (Note 1) Principal and interest of ¥258,200 million bonds issued by Nomura Securities, Co., Ltd. | ||
¥358,200 million Commercial paper with face value of USD150,000 thousand issued by Nomura International plc and swap transactions worth USD220,852 thousand executed by Nomura International plc |
¥258,200 million Commercial paper with face value of USD153,000 thousand issued by Nomura International plc and swap transactions worth USD250,820 thousand executed by Nomura International plc |
¥258,200 million Commercial paper with face value of USD150,000 thousand issued by Nomura International plc and swap transactions worth USD169,180 thousand executed by Nomura International plc | ||
¥41,183 million (Note 2) Principal and interest of medium-term notes issued by Nomura Global Funding plc with face value of USD838,000 thousand, EURO 370,000 thousand, and ¥120,950 million |
¥45,708 million (Note 2) Principal and interest of medium-term notes issued by Nomura Global Funding plc with face value of USD158,000 thousand, EURO370,000 thousand, and ¥60,950 million |
¥34,277 million (Note 2) Principal and interest of medium-term notes issued by Nomura Global Funding plc with face value of USD158,000 thousand, EURO370,000 thousand, and ¥120,950 million | ||
¥264,715 million (Note 2) Principal and interest of medium-term notes issued by Nomura Europe Finance N.V. with face value of USD611,000 thousand, EURO34,500 thousand, AUD52,000 thousand and ¥1,012,871 million |
¥129,202 million (Note 2) Principal and interest of medium-term notes issued by Nomura Europe Finance N.V. with face value of USD850,200 thousand, EURO27,500 thousand, AUD82,200 thousand, and ¥1,450,800 million |
¥189,300 million (Note 2) Principal and interest of medium-term notes issued by Nomura Europe Finance N.V. with face value of USD759,700 thousand, EURO34,500 thousand, AUD72,000 thousand, and ¥1,150,614 million | ||
¥1,089,590 million (Note 2) Swap transactions worth USD344,411 thousand executed by Nomura Global Financial Products, Inc. |
¥1,557,849 million (Note 2) Swap transactions worth USD346,769 thousand executed by Nomura Global Financial Products, Inc. |
¥1,242,956 million (Note 2) Swap transactions worth USD341,941 thousand executed by Nomura Global Financial Products, Inc. | ||
¥38,247 million (Note 2) Bond transactions worth USD3 thousand executed by Nomura Securities International, Inc. ¥0 million |
¥39,251 million (Note 2) |
¥36,721 million (Note 2) |
71
September 30, 2004 |
September 30, 2005 |
March 31, 2005 | ||
(Notes)1. In accordance with Report No. 61 of the Audit Committee of the Japanese Institute of Certified Public Accountants, contracts which are financial guarantees in substance are included above. |
(Notes)1. In accordance with Report No. 61 of the Audit Committee of the Japanese Institute of Certified Public Accountants, contracts which are financial guarantees in substance are included above. |
(Notes)1. In accordance with Report No. 61 of the Audit Committee of the Japanese Institute of Certified Public Accountants, contracts which are financial guarantees in substance are included above. | ||
2. Includes co-guarantee with Nomura Securities Co., Ltd. |
2. Includes co-guarantee with Nomura Securities Co., Ltd. |
2. Includes co-guarantee with Nomura Securities Co., Ltd. |
72
(Income Statement)
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||||||||||||||
*1. | Property and equipment fee revenue consists of revenue mainly from Nomura Securities Co., Ltd., a subsidiary of the Company, on leasing furniture, fixtures and software. | *1. | (Same as left) | *1. | (Same as left) | |||||||||||
*2. | Rent revenue consists of revenue mainly from Nomura Securities Co., Ltd., a subsidiary of the Company, on renting office accommodation. | *2. | (Same as left) | *2. | (Same as left) | |||||||||||
*3. | Royalty on trademark consists of revenue from Nomura Securities Co., Ltd., a subsidiary of the Company, on the use of the Companys trademark. | *3. | (Same as left) | *3. | (Same as left) | |||||||||||
*4. | Others includes fees from securities lending and interest received on loans mainly from Nomura Securities Co., Ltd., a subsidiary of the Company. | *4. | (Same as left) | *4. | (Same as left) | |||||||||||
*5. |
Breakdown of Depreciation and amortization | *5. | Breakdown of Depreciation and amortization | *5. | Breakdown of Depreciation and amortization | |||||||||||
(millions of yen) | (millions of yen) | (millions of yen) | ||||||||||||||
Tangible fixed assets |
2,395 | Tangible fixed assets |
1,909 | Tangible fixed assets |
4,837 | |||||||||||
Intangible assets |
11,426 | Intangible assets |
11,242 | Intangible assets |
22,765 | |||||||||||
Investments and others |
83 | Investments and others |
187 | Investments and others |
160 | |||||||||||
Total |
13,904 | Total |
13,338 | Total |
27,762 |
73
(Leasing Transactions)
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||||||||||||||
1. | Financing leases other than those for which the ownership of the leased property are deemed to transfer to the lessees are as follows: | 1. | Financing leases other than those for which the ownership of the leased property are deemed to transfer to the lessees are as follows: | 1. | Financing leases other than those for which the ownership of the leased property are deemed to transfer to the lessees are as follows: | |||||||||||
(1) | Equivalents to acquisition cost of the leased property, accumulated depreciation and balance at the end of the period (see Note below) | (1) | Equivalents to acquisition cost of the leased property, accumulated depreciation and balance at the end of the period (see Note below) | (1) | Equivalents to acquisition cost of the leased property, accumulated depreciation and balance at the end of the year (see Note below) | |||||||||||
Furniture and fixtures | Furniture and fixtures | Furniture and fixtures | ||||||||||||||
(millions of yen) | (millions of yen) | (millions of yen) | ||||||||||||||
Acquisition cost | 4,539 | Acquisition cost | 1,293 | Acquisition cost | 4,457 | |||||||||||
Accumulated depreciation | 3,283 | Accumulated depreciation | 687 | Accumulated depreciation | 3,617 | |||||||||||
Balance at the end of the period | 1,256 | Balance at the end of the period | 606 | Balance at the end of the year | 839 | |||||||||||
(2) | Equivalent to closing balance of the obligation under financing leases (see Note below) | (2) | Equivalent to closing balance of the obligation under financing leases (see Note below) | (2) | Equivalent to closing balance of the obligation under financing leases (see Note below) | |||||||||||
(millions of yen) | (millions of yen) | (millions of yen) | ||||||||||||||
One year or less | 644 | One year or less | 309 | One year or less | 395 | |||||||||||
More than one year | 612 | More than one year | 296 | More than one year | 444 | |||||||||||
Total |
1,256 | Total |
606 | Total |
839 | |||||||||||
(3) | Lease payments and depreciation-expense equivalent | (3) | Lease payments and depreciation-expense equivalent | (3) | Lease payments and depreciation-expense equivalent | |||||||||||
(millions of yen) | (millions of yen) | (millions of yen) | ||||||||||||||
Lease payments | 481 | Lease payments | 224 | Lease payments | 835 | |||||||||||
Depreciation-expense equivalent | 481 | Depreciation-expense equivalent | 224 | Depreciation-expense equivalent | 835 | |||||||||||
(4) | The method of calculating the depreciation-expense equivalent The depreciation-expense equivalent is calculated with the straight-line method, the useful life being the lease term and no (zero) salvage value. |
(4) | The method of calculating the depreciation-expense equivalent (Same as left) |
(4) | The method of calculating the depreciation-expense equivalent (Same as left) | |||||||||||
(Note) The acquisition cost and the closing balance are calculated by the interest inclusion method in accordance with the regulations of Article 5-3 of the Regulations Concerning the Terminology, Forms and Preparation Methods of Semi-annual Financial Statements which refers to regulations of Item 2, Article 8-6 of the Regulations Concerning the Terminology, Forms and Preparation Methods of Financial Statements because their percentage against the period-end balance of tangible fixed assets was low. |
(Same as left) | (Note) The acquisition cost and the closing balance are calculated by the interest inclusion method in accordance with the regulations of Item 2, Article 8-6 of the Regulations Concerning the Terminology, Forms and Preparation Methods of Financial Statements because their percentage against the year-end balance of tangible fixed assets was low. | ||||||||||||||
(Impairment loss) Information is omitted because there was no impairment loss allocated to the leased properties. |
74
(Securities Held)
(1) Bonds held to maturity
None.
(2) Stocks of subsidiaries and affiliates with market value
September 30, 2004 | ||||||
Book Value (Millions of yen) |
Market Value (Millions of yen) |
Difference (Millions of yen) | ||||
Subsidiaries |
| | | |||
Affiliates |
45,785 | 81,504 | 35,718 |
September 30, 2005 | ||||||
Book Value (Millions of yen) |
Market Value (Millions of yen) |
Difference (Millions of yen) | ||||
Subsidiaries |
| | | |||
Affiliates |
45,785 | 106,921 | 61,135 |
March 31, 2005 | ||||||
Book Value (Millions of yen) |
Market Value (Millions of yen) |
Difference (Millions of yen) | ||||
Subsidiaries |
| | | |||
Affiliates |
45,785 | 92,761 | 46,976 |
75
(3) Other securities with market value
September 30, 2004 | ||||||
Cost (Millions of yen) |
Book Value (Millions of yen) |
Difference (Millions of yen) | ||||
Fixed assets |
67,289 | 138,807 | 71,518 | |||
Equities |
55,833 | 127,089 | 71,256 | |||
Bonds |
| | | |||
Others |
11,456 | 11,718 | 262 |
September 30, 2005 | ||||||
Cost (Millions of yen) |
Book Value (Millions of yen) |
Difference (Millions of yen) | ||||
Fixed assets |
76,950 | 182,801 | 105,850 | |||
Equities |
54,484 | 158,873 | 104,389 | |||
Bonds |
| | | |||
Others |
22,466 | 23,927 | 1,461 |
March 31, 2005 | ||||||
Cost (Millions of yen) |
Book Value (Millions of yen) |
Difference (Millions of yen) | ||||
Fixed assets |
74,681 | 160,468 | 85,787 | |||
Equities |
55,252 | 140,655 | 85,403 | |||
Bonds |
| | | |||
Others |
19,429 | 19,813 | 384 |
76
(4) Investment securities without market value (except those referred in (1) and (2) above)
September 30, 2004 | ||
Book Value (Millions of yen) | ||
Bonds held to maturity |
| |
Other securities |
25,476 | |
Fixed assets |
25,476 | |
Equities (Unlisted equities, etc.) |
23,476 | |
Bonds (Unlisted bonds, etc.) |
0 | |
Others |
1,999 |
September 30, 2005 | ||
Book Value (Millions of yen) | ||
Bonds held to maturity |
| |
Other securities |
36,239 | |
Fixed assets |
36,239 | |
Equities (Unlisted equities, etc.) |
23,980 | |
Bonds (Unlisted bonds, etc.) |
| |
Others |
12,259 | |
Other securities of subsidiaries and affiliates |
9,103 | |
Other |
3,156 |
March 31, 2005 | ||
Book Value (Millions of yen) | ||
Bonds held to maturity |
| |
Other securities |
30,749 | |
Fixed assets |
30,749 | |
Equities (Unlisted equities, etc.) |
22,023 | |
Bonds (Unlisted bonds, etc.) |
| |
Others |
8,727 | |
Other securities of subsidiaries and affiliates |
5,660 | |
Other |
3,067 |
(Derivative Transactions)
Information on derivative transactions is omitted as hedge accounting is applied.
(Information on Per Share Data)
Information on per share data is omitted as the Company prepared the consolidated financial statements.
77
(Significant Subsequent Events)
Six months ended September 30, 2004 |
Six months ended September 30, 2005 |
Year ended March 31, 2005 | ||
None. |
None. |
1. Details of the share buyback program resolved by the Board of Directors on May 18, 2005 in accordance with Article 211-3-1-2 of the Commercial Code and the shares repurchased under the program are as follows: (1) Share buyback program resolved by the Board of Directors a. Type of shares The Companys common stock b. Total shares authorized for buyback Up to 25,000,000 shares c. Total value of shares authorized for buyback Up to ¥37,500 million d. Period May 19, 2005 through June 23, 2005 (2) Shares repurchased under the program The Company repurchased 25,000,000 shares of its common stock for ¥33,827 million. 2. On June 28, 2005, the Board of Directors resolved to set up a share buyback program in accordance with Article 211-3-1-2 of the Commercial Code. (1) Type of shares The Companys common stock (2) Total shares authorized for buyback Up to 25,000,000 shares (3) Total value of shares authorized for buyback Up to ¥37,500 million (4) Period July 1, 2005 through September 16, 2005 |
78
On October 27, 2005, the Board of Directors resolved to pay the interim dividend to the shareholders registered on the record date of September 30, 2005.
a. |
Total interim dividend | ¥22,868 million | ||
b. |
Interim dividend per share | ¥12.00 | ||
c. |
Payable date | December 1, 2005 |
79
Semiannual Audit Report of Independent Auditors
December 16, 2004 | ||||||||
The Board of Directors | ||||||||
Nomura Holdings, Inc. | ||||||||
Ernst & Young ShinNihon | ||||||||
Sadahiko Yoshimura | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner | ||||||||
Michiyoshi Sakamoto | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner | ||||||||
Koichi Hanabusa | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner |
We have performed a semiannual audit of the consolidated semiannual financial statements of Nomura Holdings, Inc. (the Company) included in the financial condition section for the semiannual period (from April 1, 2004 to September 30, 2004) within the fiscal period from April 1, 2004 to March 31, 2005 which include the consolidated semiannual balance sheet and the consolidated semiannual statements of income, shareholders equity, comprehensive income, and cash flows pursuant to the semiannual audit requirements of the rules specified in Article 193-2 of the Securities and Exchange Law. These consolidated semiannual financial statements are the responsibility of the Companys management and our responsibility is to independently express an opinion on these consolidated semiannual financial statements.
We conducted our semiannual audit in accordance with semiannual auditing standards applied in Japan. Those standards require that we obtain reasonable assurance about whether the consolidated semiannual financial statements taken as a whole are free of material misstatement with regard to the presentation of relevant information which may result in misinterpretation by investors. A semiannual audit consists, primarily of analytical review procedures with additional audit procedures as considered necessary. We believe that our semiannual audit provides a reasonable basis for our opinion.
In our opinion, the consolidated semiannual financial statements referred to above present relevant information about the consolidated financial position of Nomura Holdings, Inc. and subsidiaries as of September 30, 2004, and the consolidated results of their operations and their cash flows for the semiannual period then ended (from April 1, 2004 to September 30, 2004) in conformity with accounting principles generally accepted in the United States of America (see Note 1 to the consolidated semiannual financial statements).
We have no interest in the Company which should be disclosed under the provisions of the Certified Public Accountants Law.
Above is an electronic version of the original report of auditors and the Company maintains the original report. |
80
Semiannual Audit Report of Independent Auditors
December 1, 2005 | ||||||||
The Board of Directors |
||||||||
Nomura Holdings, Inc. |
||||||||
Ernst & Young ShinNihon | ||||||||
Michiyoshi Sakamoto | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner | ||||||||
Koichi Hanabusa | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner | ||||||||
Hiroki Matsumura | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner |
We have performed a semiannual audit of the consolidated semiannual financial statements of Nomura Holdings, Inc. (the Company) included in the financial condition section for the semiannual period (from April 1, 2005 to September 30, 2005) within the fiscal period from April 1, 2005 to March 31, 2006 which include the consolidated semiannual balance sheet and the consolidated semiannual statements of income, shareholders equity, comprehensive income, and cash flows pursuant to the semiannual audit requirements of the rules specified in Article 193-2 of the Securities and Exchange Law. These consolidated semiannual financial statements are the responsibility of the Companys management and our responsibility is to independently express an opinion on these consolidated semiannual financial statements.
We conducted our semiannual audit in accordance with semiannual auditing standards applied in Japan. Those standards require that we obtain reasonable assurance about whether the consolidated semiannual financial statements taken as a whole are free of material misstatement with regard to the presentation of relevant information which may result in misinterpretation by investors. A semiannual audit consists, primarily of analytical review procedures with additional audit procedures as considered necessary. We believe that our semiannual audit provides a reasonable basis for our opinion.
In our opinion, the consolidated semiannual financial statements referred to above present relevant information about the consolidated financial position of Nomura Holdings, Inc. and subsidiaries as of September 30, 2005, and the consolidated results of their operations and their cash flows for the semiannual period then ended (from April 1, 2005 to September 30, 2005) in conformity with accounting principles generally accepted in the United States of America (see Note 1 to the consolidated semiannual financial statements).
We have no interest in the Company which should be disclosed under the provisions of the Certified Public Accountants Law.
Above is an electronic version of the original report of auditors and the Company maintains the original report. |
81
Semiannual Audit Report of Independent Auditors
December 16, 2004 | ||||||||
The Board of Directors | ||||||||
Nomura Holdings, Inc. | ||||||||
Ernst & Young ShinNihon | ||||||||
Sadahiko Yoshimura | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner | ||||||||
Michiyoshi Sakamoto | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner | ||||||||
Koichi Hanabusa | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner |
We have performed a semiannual audit of the non-consolidated semiannual financial statements of Nomura Holdings, Inc. (the Company) included in the financial condition section for the semiannual period (from April 1, 2004 to September 30, 2004) within the 101th fiscal period from April 1, 2004 to March 31, 2005 which include the non-consolidated semiannual balance sheet and the non-consolidated semiannual statement of income pursuant to the semiannual audit requirements of the rules specified in Article 193-2 of the Securities and Exchange Law. These non-consolidated semiannual financial statements are the responsibility of the Companys management and our responsibility is to independently express an opinion on these non-consolidated semiannual financial statements.
We conducted our semiannual audit in accordance with semiannual auditing standards applied in Japan. Those standards require that we obtain reasonable assurance about whether the non-consolidated semiannual financial statements taken as a whole are free of material misstatement with regard to the presentation of relevant information which may result in misinterpretation by investors. A semiannual audit consists, primarily of analytical review procedures with additional audit procedures as considered necessary. We believe that our semiannual audit provides a reasonable basis for our opinion.
In our opinion, the non-consolidated semiannual financial statements referred to above present relevant information about the financial position of Nomura Holdings, Inc. as of September 30, 2004, and the results of their operations for the semiannual period then ended (from April 1, 2004 to September 30, 2004) in conformity with accounting principles generally accepted in Japan.
We have no interest in the Company which should be disclosed under the provisions of the Certified Public Accountants Law.
Above is an electronic version of the original report of auditors and the Company maintains the original report. |
82
Semiannual Audit Report of Independent Auditors
December 1, 2005 | ||||||||
The Board of Directors | ||||||||
Nomura Holdings, Inc. | ||||||||
Ernst & Young ShinNihon | ||||||||
Michiyoshi Sakamoto | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner | ||||||||
Koichi Hanabusa | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner | ||||||||
Hiroki Matsumura | ||||||||
Certified Public Accountant | ||||||||
Designated and Operating Partner |
We have performed a semiannual audit of the non-consolidated semiannual financial statements of Nomura Holdings, Inc. (the Company) included in the financial condition section for the semiannual period (from April 1, 2005 to September 30, 2005) within the 102nd fiscal period from April 1, 2005 to March 31, 2006 which include the non-consolidated semiannual balance sheet and the non-consolidated semiannual statement of income pursuant to the semiannual audit requirements of the rules specified in Article 193-2 of the Securities and Exchange Law. These non-consolidated semiannual financial statements are the responsibility of the Companys management and our responsibility is to independently express an opinion on these non-consolidated semiannual financial statements.
We conducted our semiannual audit in accordance with semiannual auditing standards applied in Japan. Those standards require that we obtain reasonable assurance about whether the non-consolidated semiannual financial statements taken as a whole are free of material misstatement with regard to the presentation of relevant information which may result in misinterpretation by investors. A semiannual audit consists, primarily of analytical review procedures with additional audit procedures as considered necessary. We believe that our semiannual audit provides a reasonable basis for our opinion.
In our opinion, the non-consolidated semiannual financial statements referred to above present relevant information about the financial position of Nomura Holdings, Inc. as of September 30, 2005, and the results of their operations for the semiannual period then ended (from April 1, 2005 to September 30, 2005) in conformity with accounting principles generally accepted in Japan.
We have no interest in the Company which should be disclosed under the provisions of the Certified Public Accountants Law.
Above is an electronic version of the original report of auditors and the Company maintains the original report. |
83