Form 6-K
Table of Contents

 

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 April 2005.

 


 

NOMURA HOLDINGS, INC.

(Translation of registrant’s 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-

 


 


Table of Contents

Information furnished on this form:

 

EXHIBIT

 

Exhibit Number

1.     [Financial Highlights — Year ended March 2005]
2.     [Nomura Announces Target Dividend Amounts for Fiscal Year ending March 31, 2006]

 

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Table of Contents

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: April 28, 2005   By:  

/s/ Tetsu Ozaki


        Tetsu Ozaki
        Senior Managing Director

 

 

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Table of Contents

LOGO

 

April 28, 2005

 

Financial Highlights – Year ended March 2005

 

We are pleased to report the following consolidated financial highlights based on consolidated financial information under US GAAP for the year ended March 2005.

 

For further information, please contact:

   

Shinji Iwai

    Managing Director
    Investor Relations Department
    Nomura Group Headquarters
    Nomura Securities Co., Ltd.
    9-1 Nihonbashi 1-chome, Chuo-ku
    Tokyo 103-8011, Japan
    TEL: +813-3211-1811


Table of Contents

Financial Summary For the Year Ended March 31, 2005

 

Date:   April 28, 2005
Company name (code number):   Nomura Holdings, Inc. (8604)
Head office:   1-9-1, Nihonbashi, Chuo-ku, Tokyo 103-8011, Japan
Stock exchange listings:   (In Japan) Tokyo, Osaka, Nagoya
    (Overseas) New York, Amsterdam, Singapore
Representative:   Nobuyuki Koga
    President and Chief Executive Officer, Nomura Holdings, Inc.
For inquiries:   Shinji Iwai
    Managing Director, Investor Relations Department, Nomura Group Headquarters, Nomura Securities Co., Ltd.
    Tel: (Country Code 81) 3-3211-1811
    URL(http://www.nomura.com)

(1) Operating Results

   

 

 

     For the year ended March 31

 
     2005

    2004

 
     (Yen amounts in millions, except per
share data)
 

Total revenue

   ¥ 1,126,237     ¥ 1,045,936  

Change from the year ended March 31, 2004

     7.7 %        

Net revenue

   ¥ 799,190     ¥ 803,103  

Change from the year ended March 31, 2004

     (0.5 )%        

Income before income taxes

   ¥ 204,835     ¥ 282,676  

Change from the year ended March 31, 2004

     (27.5 )%        

Net income

   ¥ 94,732     ¥ 172,329  

Change from the year ended March 31, 2004

     (45.0 )%        

Basic net income per share

   ¥ 48.80     ¥ 88.82  

Diluted net income per share

   ¥ 48.77     ¥ 88.82  

Return on shareholders’ equity (ROE)

     5.2 %     10.1 %

Equity in earnings of affiliates

   ¥ 9,081     ¥ 9,479  

Average number of shares outstanding

     1,941,401,477       1,940,116,416  

Difference in recognition method with latest fiscal year: none

                

 

Note: 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 in current period earnings 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, 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.

 

(2) Financial Position

 

     At March 31

 
     2005

    2004

 
     (Yen amounts in millions, except per
share data)
 

Total assets

   ¥ 34,488,853     ¥ 29,752,966  

Shareholders’ equity

   ¥ 1,868,429     ¥ 1,785,688  

Shareholders’ equity as a percentage of total assets

     5.4 %     6.0 %

Book value per share

   ¥ 962.48     ¥ 919.67  

Number of shares outstanding

     1,941,261,889       1,941,656,029  

(3) Cash flows

                
     For the year ended March 31

 
     2005

    2004

 
     (Yen amounts in millions, except per
share data)
 

Net cash provided by (used in) operating activities

   ¥ (278,929 )   ¥ (78,375 )

Net cash provided by (used in) investing activities

   ¥ (32,564 )   ¥ 45,471  

Net cash provided by (used in) financing activities

   ¥ 385,061     ¥ 198,017  

Cash and cash equivalents at end of year

   ¥ 724,637     ¥ 637,372  

 

Note: Effective with the year ended March 31, 2005, changes in Other secured borrowings which were previously included in Cash flows from financing activities are included in Cash flows from operating activities. Such amounts previously reported have been reclassified to conform to the current year presentation.

 

(4) Scope of consolidation and equity method application

 

Number of consolidated subsidiaries and variable interest entities: 160

Number of affiliated companies, which were accounted for by the equity method: 17

 

(5) Movement in the scope of consolidation and equity method application for this period          

Number of consolidation

   Inclusion 40    Exclusion 13

Number of equity method application

   Inclusion 7    Exclusion 3

 

Nomura provides investment, financing and related services in the capital markets on a global basis. In the global capital markets there exist various uncertainties due to, but not limited to, economic and market conditions. Nomura, therefore, releases its results on a more frequent quarterly basis, and does not present earnings forecasts.

 

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Table of Contents

NOMURA HOLDINGS, INC.

FINANCIAL HIGHLIGHTS

(UNAUDITED)

 

                 % Change

   

Translation
into

U.S. dollars


     For the year ended/ as of

     March 31,
2004 (A)


    March 31,
2005 (B)


    (B-A)/(A)

    March 31,
2005


     (Yen and dollar amounts in millions, except per share data)
FOR THE PERIOD ENDED                             
                     %        

Total revenue

   ¥ 1,045,936     ¥ 1,126,237     7.7     $ 10,504

Net revenue

     803,103       799,190     (0.5 )     7,454

Non-interest expenses

     520,427       594,355     14.2       5,544

Income before income taxes

     282,676       204,835     (27.5 )     1,910

Net income

     172,329       94,732     (45.0 )     884

Per share data :

                            

Basic-

                            

Net income

     88.82       48.80     (45.1 )     0.46

Diluted-

                            

Net income

     88.82       48.77     (45.1 )     0.45

Cash dividends

     15.00       20.00     33.3       0.19

Return on equity (ROE):

     10.1 %     5.2 %            
AT PERIOD-END                             

Total assets

   ¥ 29,752,966     ¥ 34,488,853           $ 321,664

Shareholders’ equity

     1,785,688       1,868,429             17,426

Per share data :

                            

Shareholders’ equity

     919.67       962.48             8.98

 

Note: Reclassifications of previously reported amounts - 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 in current period earnings 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, 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.

 

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Table of Contents

Results of Operations

 

Financial Overview

 

The following table provides selected consolidated income statement information for the year ended March 31, 2004 and 2005.

 

     Millions of yen

 
     Year Ended March 31,

 
     2004

    2005

 

Non-interest revenue

   ¥ 702,676     ¥ 724,858  

Net interest revenue

     100,427       74,332  
    


 


Net revenue

     803,103       799,190  

Non-interest expenses

     520,427       594,355  
    


 


Income before income taxes

     282,676       204,835  

Income tax expense

     110,347       110,103  
    


 


Net income

   ¥ 172,329     ¥ 94,732  
    


 


Return on equity (ROE)

     10.1 %     5.2 %

 

Nomura Holdings, Inc. and its consolidated entities (“Nomura”) reported net revenue of ¥ 799.2 billion for the year ended March 31, 2005, a decrease of 0.5% from the prior year. Non-interest expenses were ¥ 594.4 billion for the year ended March 31, 2005, an increase of 14% from the prior year.

 

Income before income taxes was ¥ 204.8 billion for the year ended March 31, 2005, a decrease of 28% from the prior year. Net income was ¥ 94.7 billion for the year ended March 31, 2005, a decrease of 45% from the prior year.

 

Total assets were ¥ 34.5 trillion at March 31, 2005, an increase of ¥ 4.7 trillion from March 31, 2004 and total shareholders’ equity increased by ¥ 82.7 billion from March 31, 2004 to ¥ 1,868.4 billion at March 31, 2005. Nomura’s return on equity was 5.2% for the year ended March 31, 2005.

 

Business Segments

 

Operating Results of Domestic Retail

 

     Millions of yen

     Year Ended March 31,

     2004

   2005

Non-interest revenue

   ¥ 304,035    ¥ 301,464

Net interest revenue

     1,722      2,903
    

  

Net revenue

     305,757      304,367

Non-interest expenses

     226,213      223,200
    

  

Income before income taxes

   ¥ 79,544    ¥ 81,167
    

  

 

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 decreased by 0.5% from ¥ 305,757 million for the year ended March 31, 2004 to ¥ 304,367 million for the year ended March 31, 2005. Non-interest expenses decreased by 1% from ¥ 226,213 million for the year ended March 31, 2004 to ¥ 223,200 million for the year ended March 31, 2005. As a result, income before income taxes increased by 2% from ¥ 79,544 million for the year ended March 31, 2004 to ¥ 81,167 million for the year ended March 31, 2005.

 

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Table of Contents

Operating Results of Global Wholesale

 

     Millions of yen

     Year Ended March 31,

     2004

   2005

Non-interest revenue

   ¥ 290,845    ¥ 264,848

Net interest revenue

     74,891      61,022
    

  

Net revenue

     365,736      325,870

Non-interest expenses

     227,227      239,502
    

  

Income before income taxes

   ¥ 138,509    ¥ 86,368
    

  

 

Global Wholesale has made an effort to manage its business portfolio based on global customers’ order-flow. Net revenue decreased by 11% from ¥ 365,736 million for the year ended March 31, 2004 to ¥ 325,870 million for the year ended March 31, 2005, due primarily to a decrease in net gain on trading relating to bonds. Non-interest expenses increased by 5% from ¥ 227,227 million for the year ended March 31, 2004 to ¥ 239,502 million for the year ended March 31, 2005. As a result, income before income taxes decreased by 38% from ¥ 138,509 million for the year ended March 31, 2004 to ¥ 86,368 million for the year ended March 31, 2005. In April 2004, the Global Wholesale segment was reorganized in order to enhance specialty services and strengthen our global structure. It now consists of three business lines: Global Markets, which is composed of Fixed Income and Equity, Investment Banking, and Merchant Banking.

 

Global Markets

 

Net revenue decreased by 14% from ¥ 284,147 million for the year ended March 31, 2004 to ¥ 243,087 million for the year ended March 31, 2005, due primarily to a decrease in net gain on trading relating to bonds. Non-interest expenses increased by 12% from ¥ 163,304 million for the year ended March 31, 2004 to ¥ 182,901 million for the year ended March 31, 2005. As a result, income before income taxes decreased by 50% from ¥ 120,843 million for the year ended March 31, 2004 to ¥ 60,186 million for the year ended March 31, 2005.

 

Investment Banking

 

Net revenue increased by 6% from ¥ 70,869 million for the year ended March 31, 2004 to ¥ 75,445 million for the year ended March 31, 2005, partly due to a revitalization in equity capital markets. Non-interest expenses decreased by 14% from ¥ 53,703 million for the year ended March 31, 2004 to ¥ 46,231 million for the year ended March 31, 2005, due primarily to restructuring of business operations. As a result, income before income taxes increased by 70% from ¥ 17,166 million for the year ended March 31, 2004 to ¥ 29,214 million for the year ended March 31, 2005.

 

Merchant Banking

 

Net revenue decreased by 32% from ¥ 10,720 million for the year ended March 31, 2004 to ¥ 7,338 million for the year ended March 31, 2005, primarily due to funding costs for its assets in Europe, although there were exit transactions and a rise in the fair value of investments for this period. Non-interest expenses increased by 1% from ¥ 10,220 million for the year ended March 31, 2004 to ¥ 10,370 million for the year ended March 31, 2005. As a result, income before income taxes was ¥ 500 million for the year ended March 31, 2004 and loss before income taxes was ¥ 3,032 million for the year ended March 31, 2005.

 

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Table of Contents

Operating Results of Asset Management

 

     Millions of yen

     Year Ended March 31,

     2004

    2005

Non-interest revenue

   ¥ 34,300     ¥ 42,239

Net interest revenue

     1,657       1,283
    


 

Net revenue

     35,957       43,522

Non-interest expenses

     37,004       36,086
    


 

Income before income taxes

   ¥ (1,047 )   ¥ 7,436
    


 

 

Net revenue increased by 21% from ¥ 35,957 million for the year ended March 31, 2004 to ¥ 43,522 million for the year ended March 31, 2005, due primarily to an increase in asset management and portfolio service fees reflecting the rise in the net assets of stock investment trusts. Non-interest expenses decreased by 2% from ¥ 37,004 million for the year ended March 31, 2004 to ¥ 36,086 million for the year ended March 31, 2005. As a result, loss before income taxes was ¥ 1,047 million for the year ended March 31, 2004 and income before income taxes was ¥ 7,436 million for the year ended March 31, 2005.

 

Other Operating Results

 

Other operating results include gain (loss) on investment securities, equity in earnings (losses) of affiliates and other financial adjustments. Please refer to Note 7 to the consolidated financial information for a reconciliation of segment results to income statement information. Income before income taxes was ¥ 8,499 million for the year ended March 31, 2004 and ¥ 12,611 million for the year ended March 31, 2005.

 

Financial Position

 

Total assets at March 31, 2005 were ¥34.5 trillion, up ¥4.7 trillion, compared with March 31, 2004, reflecting an increase in trading-related assets. Total liabilities at March 31, 2005 were ¥32.6 trillion, up ¥4.7 trillion, compared with March 31, 2004, reflecting an increase in trading-related liabilities. Trading-related balances (assets/liabilities) include trading assets and private equity investments, collateralized agreements, trading liabilities, collateralized financing and receivables/payables arising from unsettled trades (included in receivables or payables).

 

Cash and cash equivalents at March 31, 2005 increased by ¥87.3 billion compared with March 31, 2004. Net cash used in operating activities was ¥278.9 billion, mainly due to an increase in net trading-related balances (net of assets and liabilities). Net cash used in investing activities was ¥32.6 billion mainly due to purchase of non-trading debt securities. Net cash provided by financing activities was ¥385.1 billion mainly due to an increase in borrowings.

 

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Table of Contents

NOMURA HOLDINGS, INC.

CONSOLIDATED INCOME STATEMENT INFORMATION

(UNAUDITED)

 

     Millions of yen

   % Change

   

Translation into
millions of

U.S. dollars


     For the year ended

     March 31, 2004
(A)


   March 31, 2005
(B)


   (B-A)/(A)

   

March 31,

2005


Revenue:

                          

Commissions

   ¥ 210,216    ¥ 221,963    5.6 %   $ 2,070

Fees from investment banking

     86,994      92,322    6.1       861

Asset management and portfolio service fees

     66,193      78,452    18.5       732

Net gain on trading

     229,042      201,686    (11.9 )     1,881

Gain on private equity investments

     13,138      7,744    (41.1 )     72

Interest and dividends

     343,260      401,379    16.9       3,744

Gain on investments in equity securities

     55,888      15,314    (72.6 )     143

Private equity entities product sales

     17,640      75,061    325.5       700

Other

     23,565      32,316    37.1       301
    

  

  

 

Total revenue

     1,045,936      1,126,237    7.7       10,504

Interest expense

     242,833      327,047    34.7       3,050
    

  

  

 

Net revenue

     803,103      799,190    (0.5 )     7,454
    

  

  

 

Non-interest expenses :

                          

Compensation and benefits

     259,336      274,988    6.0       2,565

Commissions and floor brokerage

     19,169      23,910    24.7       223

Information processing and communications

     80,031      81,408    1.7       759

Occupancy and related depreciation

     54,221      53,534    (1.3 )     499

Business development expenses

     23,100      28,214    22.1       264

Private equity entities cost of goods sold

     11,852      44,681    277.0       417

Other

     72,718      87,620    20.5       817
    

  

  

 

       520,427      594,355    14.2       5,544
    

  

  

 

Income before income taxes

     282,676      204,835    (27.5 )     1,910
    

  

  

 

Income tax expense:

                          

Current

     108,434      104,393    (3.7 )     974

Deferred

     1,913      5,710    198.5       52
    

  

  

 

       110,347      110,103    (0.2 )     1,026
    

  

  

 

Net income

   ¥ 172,329    ¥ 94,732    (45.0 )   $ 884
    

  

  

 

     Yen

   % Change

    Translation into
U.S. dollars


Per share of common stock:

                          

Basic-

                          

Net income

   ¥ 88.82    ¥ 48.80    (45.1 )   $ 0.46
    

  

  

 

Diluted-

                          

Net income

   ¥ 88.82    ¥ 48.77    (45.1 )   $ 0.45
    

  

  

 

 

Note: Reclassifications of previously reported amounts -

 

Certain reclassifications of previously reported amounts on private equity entities accounted for as consolidated subsidiaries have been made to conform to the current year presentation.

 

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 in current period earnings 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, 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.

 

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Table of Contents

NOMURA HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET INFORMATION

(UNAUDITED)

 

     Millions of yen

   

Translation into
millions of

U.S. dollars


 
     March 31,
2004


    March 31,
2005


   

March 31,

2005


 
ASSETS                         

Cash and cash deposits:

                        

Cash and cash equivalents

   ¥ 637,372     ¥ 724,637     $ 6,758  

Time deposits

     248,737       419,606       3,914  

Deposits with stock exchanges and other segregated cash

     44,528       42,513       397  
    


 


 


       930,637       1,186,756       11,069  
    


 


 


Loans and receivables:

                        

Loans receivable

     543,894       516,295       4,815  

Receivables from customers

     10,744       12,037       112  

Receivables from other than customers

     464,776       718,997       6,706  

Allowance for doubtful accounts

     (5,778 )     (2,801 )     (26 )
    


 


 


       1,013,636       1,244,528       11,607  
    


 


 


Collateralized agreements:

                        

Securities purchased under agreements to resell

     5,701,646       7,201,791       67,168  

Securities borrowed

     7,180,106       7,187,254       67,033  
    


 


 


       12,881,752       14,389,045       134,201  
    


 


 


Trading assets and private equity investments (including securities pledged as collateral):

                        

Securities inventory

     13,066,963       14,757,597       137,639  

Derivative contracts

     479,659       515,946       4,812  

Private equity investments

     291,774       326,978       3,049  
    


 


 


       13,838,396       15,600,521       145,500  
    


 


 


Other assets:

                        

Office buildings, land, equipment and facilities (net of accumulated depreciation and amortization of ¥181,655 million at March 31, 2004 and ¥196,827 million ($1,836 million) at March 31, 2005, respectively)

     178,546       261,358       2,438  

Private equity entities land, buildings, equipment and furniture and fixtures (net of accumulated depreciation and amortization of ¥794 million at March 31, 2004 and ¥3,036 million ($28 million) at March 31, 2005, respectively)

     22,154       444,726       4,148  

Lease deposits

     64,764       100,993       942  

Non-trading debt securities (including securities pledged as collateteral)

     206,236       277,330       2,586  

Investments in equity securities

     169,459       172,067       1,605  

Investments in and advances to affiliated companies

     207,668       228,975       2,136  

Deferred tax assets

     105,901       114,010       1,063  

Other

     133,817       468,544       4,369  
    


 


 


       1,088,545       2,068,003       19,287  
    


 


 


Total assets

   ¥ 29,752,966     ¥ 34,488,853     $ 321,664  
    


 


 


 

Note: Reclassifications of previously reported amounts -

 

Certain reclassifications of previously reported amounts on private equity entities accounted for as consolidated subsidiaries have been made to conform to the current year presentation.

 

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Table of Contents

NOMURA HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET INFORMATION

(UNAUDITED)

 

     Millions of yen

   

Translation into
millions of

U.S. dollars


 
     March 31,
2004


    March 31,
2005


   

March 31,

2005


 
LIABILITIES AND SHAREHOLDERS’ EQUITY                         

Short-term borrowings

   ¥ 429,500     ¥ 517,065     $ 4,822  

Private equity entities short-term borrowings

     7,624       116,054       1,082  

Payables and deposits:

                        

Payables to customers

     266,646       248,089       2,314  

Payables to other than customers

     861,747       464,178       4,329  

Time and other deposits received

     255,703       330,216       3,080  
    


 


 


       1,384,096       1,042,483       9,723  
    


 


 


Collateralized financing:

                        

Securities sold under agreements to repurchase

     9,622,727       12,603,211       117,546  

Securities loaned

     5,157,814       5,643,782       52,637  

Other secured borrowings

     2,587,217       3,419,192       31,889  
    


 


 


       17,367,758       21,666,185       202,072  
    


 


 


Trading liabilities:

                        

Securities sold but not yet purchased

     5,559,598       4,895,054       45,654  

Derivative contracts

     417,368       437,119       4,077  
    


 


 


       5,976,966       5,332,173       49,731  
    


 


 


Other liabilities:

                        

Accrued income taxes

     93,538       31,937       298  

Accrued pension and severance costs

     86,439       99,565       929  

Other

     235,888       571,787       5,333  
    


 


 


       415,865       703,289       6,560  
    


 


 


Long-term borrowings

     2,377,365       2,798,560       26,101  

Private equity entities long-term borrowings

     8,104       444,615       4,147  
    


 


 


Total liabilities

     27,967,278       32,620,424       304,238  
    


 


 


Commitments and contingencies (See Note 4)

                        

Shareholders’ equity:

                        

Common stock

                        

Authorized - 6,000,000,000 shares

Issued - 1,965,919,860 shares

at March 31, 2004,

and March 31, 2005

     182,800       182,800       1,705  
    


 


 


Additional paid-in capital

     154,063       155,947       1,454  
    


 


 


Retained earnings

     1,550,231       1,606,136       14,980  
    


 


 


Accumulated other comprehensive (loss) income

                        

Minimum pension liability adjustment

     (34,221 )     (24,645 )     (230 )

Cumulative translation adjustments

     (34,380 )     (18,083 )     (168 )
    


 


 


       (68,601 )     (42,728 )     (398 )
    


 


 


       1,818,493       1,902,155       17,741  

Less-Common stock held in treasury, at cost - 24,263,831 shares, and 24,657,971 shares at March 31, 2004 and March 31, 2005, respectively

     (32,805 )     (33,726 )     (315 )
    


 


 


Total shareholders’ equity

     1,785,688       1,868,429       17,426  
    


 


 


Total liabilities and shareholders’ equity

   ¥ 29,752,966     ¥ 34,488,853     $ 321,664  
    


 


 


 

Note: Reclassifications of previously reported amounts -

Certain reclassifications of previously reported amounts on private equity entities accounted for as consolidated subsidiaries have been made to conform to the current year presentation.

 

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Table of Contents

NOMURA HOLDINGS, INC.

CONSOLIDATED INFORMATION OF CASH FLOWS

(UNAUDITED)

 

     Millions of yen

   

Translation

into

millions of

U.S. dollars


 
     For the year
ended
March 31, 2004


    For the year
ended
March 31, 2005


   

For the
year

ended

March 31,
2005


 

Cash flows from operating activities:

                        

Net income

   ¥ 172,329     ¥ 94,732     $ 884  

Adjustments to reconcile net income to net cash used in operating activities:

                        

Depreciation and amortization

     33,706       38,163       356  

(Gain) on investments in equity securities

     (55,888 )     (15,314 )     (143 )

Deferred income tax expense

     1,913       5,710       52  

Changes in operating assets and liabilities :

                        

Time deposits

     174,331       (157,971 )     (1,473 )

Deposits with stock exchanges and other segregated cash

     (7,485 )     3,036       28  

Trading assets and private equity investments

     (4,808,112 )     (1,552,822 )     (14,482 )

Trading liabilities

     2,152,243       (738,575 )     (6,888 )

Securities purchased under agreements to resell, net of securities sold under agreements to repurchase

     1,297,514       1,402,270       13,078  

Securities borrowed, net of securities loaned

     (1,576,454 )     483,804       4,512  

Other secured borrowings

     1,747,519       831,974       7,760  

Loans and receivables, net of allowance

     135,821       (158,640 )     (1,480 )

Payables and deposits received

     592,779       (478,796 )     (4,466 )

Accrued income taxes, net

     80,273       (69,418 )     (647 )

Other, net

     (18,864 )     32,918       307  
    


 


 


Net cash used in operating activities

     (78,375 )     (278,929 )     (2,602 )
    


 


 


Cash flows from investing activities:

                        

Payments for purchases of office buildings, land, equipment and facilities

     (39,303 )     (59,348 )     (554 )

Proceeds from sales of office buildings, land, equipment and facilities

     1,341       2,645       25  

Payments for purchases of investments in equity securities

     (61 )     (79 )     (1 )

Proceeds from sales of investments in equity securities

     24,309       12,985       121  

Decrease (Increase) in non-trading debt securities, net

     61,705       (71,604 )     (668 )

Other, net

     (2,520 )     82,837       773  
    


 


 


Net cash provided by (used in) investing activities

     45,471       (32,564 )     (304 )
    


 


 


Cash flows from financing activities:

                        

Increase in long-term borrowings

     712,675       844,659       7,878  

Decrease in long-term borrowings

     (551,897 )     (495,455 )     (4,622 )

Increase in short-term borrowings, net

     76,982       70,181       655  

Proceeds from sales of common stock

     8,027       143       1  

Payments for repurchases of common stock

     (4,084 )     (475 )     (4 )

Payments for cash dividends

     (43,686 )     (33,992 )     (317 )
    


 


 


Net cash provided by financing activities

     198,017       385,061       3,591  
    


 


 


Effect of exchange rate changes on cash and cash equivalents

     (18,978 )     13,697       128  
    


 


 


Net Increase in cash and cash equivalents

     146,135       87,265       813  

Cash and cash equivalents at beginning of the period

     491,237       637,372       5,945  
    


 


 


Cash and cash equivalents at end of the period

   ¥ 637,372     ¥ 724,637     $ 6,758  
    


 


 


 

Note: Effective with the year ended March 31, 2005, changes in Other secured borrowings which were previously included in Cash flows from financing activities are included in Cash flows from operating activities. Such amounts previously reported have been reclassified to conform to the current year presentation.

 

9


Table of Contents

NOMURA HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

(UNAUDITED)

 

1. 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.

 

Basis of presentation—

 

The consolidated financial statements include the accounts of the Company and other entities in which it has a controlling financial interest ( collecting referred to as “Nomura” ). 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, 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 Company’s 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.

 

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.

 

10


Table of Contents

Trading assets and trading liabilities, including derivative contracts, are recorded at fair value, and unrealized gains and losses are reflected in trading revenues. 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 if the liquidation of Nomura’s positions would reasonably be expected to impact quoted market prices, fair value is determined based on valuation pricing models that take into consideration time value and volatility factors underlying the financial instrument.

 

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. Changes in the fixed income, equity, foreign exchange and commodity markets will impact Nomura’s estimates of fair value in the future, potentially affecting trading revenues. To the extent financial contracts have extended maturity dates, Nomura’s estimates of fair value may involve greater subjectivity due to the lack of transparent market data available upon which to base underlying modeling assumptions.

 

Private equity investments—

 

Private equity investments primarily are carried at fair value. Corresponding changes in the fair value of these investments are included in Gain on private equity investments. The determination of fair value is significant to Nomura’s financial condition and results of operations and requires management to make judgments based on complex factors. As the underlying investments generally are in non-publicly listed companies, there are no externally quoted market prices available. In estimating fair value, Nomura estimates the price that would be obtained between a willing buyer and a willing seller dealing at arm’s length. Valuations are typically 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 bottom up, detailed projections prepared by management of each respective investment.

 

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. Nomura’s involvement with SPEs includes structuring SPEs and 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 Nomura’s consolidated balance sheets, with the change in fair value included in revenues.

 

Foreign currency translation—

 

The financial statements of the Company’s 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 revenues 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.

 

11


Table of Contents

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 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.

 

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 and requires additional cash or securities, as necessary, to ensure that such transactions are adequately collateralized.

 

Historically, Nomura engaged in Gensaki transactions which originated in the Japanese financial markets. Gensaki transactions involved 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 customer’s 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, 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.

 

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 as Securities pledged as collateral in accordance with SFAS 140.

 

12


Table of Contents

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 Nomura’s 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.”

 

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.

 

Derivatives that do not meet these criteria are carried at market or fair value and with changes in value included currently in earnings.

 

Receivables and payables —

 

Receivables from and payables to customers/other than customers include amounts due to securities transactions. Net receivables/payables arising from unsettled trades are included in Receivable from/Payables to other than customers.

 

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 management’s 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.

 

13


Table of Contents

Office buildings, land, equipment and facilities—

 

Office buildings, land, equipment and facilities, which consist mainly of computer installations and software, are stated at cost, net of accumulated depreciation and amortization, except for land, which is 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 declining-balance method and at rates based on estimated useful lives 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.

 

Long-lived assets—

 

In August 2001, the FASB released SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 provides guidance on the financial accounting and reporting for the impairment or disposal of long-lived assets.

 

As required by 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.

 

These charges were incurred as a result of Nomura’s analysis to determine if there was any impairment of long-lived assets and significant decreases in the market or fair value of certain assets were identified. The revised carrying values of these assets were based on the market or fair value of the assets.

 

Investments in equity securities and non-trading debt securities—

 

Nomura’s investments in equity securities consist of marketable and non-marketable equity securities that have been acquired for Nomura’s operating purposes and other than operating purposes. For Nomura’s operating purposes, Nomura holds such investments for the 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. In accordance with US GAAP for broker-dealers, investments in equity securities for Nomura’s operating purposes and other than operating purposes are recorded at fair value and unrealized gains and losses are recognized currently in income.

 

Investments in equity securities for Nomura’s operating purposes are recorded as Investments in equity securities in the consolidated balance sheets. Investments in equity securities for other than operating purposes are included in the consolidated balance sheets in Other assets—Other.

 

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.

 

14


Table of Contents

Stock-based compensation—

 

Effective April 1, 2002, Nomura adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” and applied the modified prospective method under the provisions of SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure.” SFAS No. 123 requires that compensation cost for all stock awards be calculated and recognized over the service period, generally equal to the vesting period. The compensation cost is determined using option pricing models intended to estimate the fair value of the awards at the grant date.

 

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 the potential dilutive effect of warrants and stock acquisition rights.

 

Cash and cash equivalents—

 

For purposes of reporting cash flows, cash and cash equivalents include cash on hand and demand deposits with banks.

 

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. 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 June 2004, the Emerging Issue Task Force (“EITF”) reached a consensus on EITF Issue 02-14 (“EITF 02-14”), “Whether the Equity Method of Accounting Applies When an Investor Does Not Have an Investment in Voting Stock of an Investee but Exercises Significant Influence through Other Means.” The consensus reached indicates that in situations where an investor has the ability to exercise significant influence over the investee, an investor should apply the equity method of accounting only when it has either common stock or “in-substance” common stock of a corporation. The consensus would be effective for reporting periods beginning after September 15, 2004. The implementation of EITF02-14 did not have a material impact on Nomura’s consolidated financial statements for the year ended March 31, 2005.

 

In November 2004, EITF reached a consensus on EITF Issue 03-13 (“EITF 03-13”),” Applying the Conditions in Paragraph 42 of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” in Determining Whether to Report Discontinued Operations.” EITF Issue 03-13 clarifies (a) which cash flows should be taken into consideration when assessing whether the cash flows of the disposal component have been or will be eliminated from the ongoing operations of the entity, (b) the types of involvement ongoing between the disposal component and the entity disposing of the component that constitute continuing involvement in the operations of the disposal component, and (c) the appropriate (re)assessment period for purposes of assessing whether the criteria in paragraph 42 have been met. EITF Issue 03-13 should be applied to a component of an enterprise that is either disposed of or classified as held for sale in fiscal periods beginning after December 15, 2004. The implementation of EITF 03-13 did not have a material impact on Nomura’s consolidated financial statements for the year ended March 31, 2005.

 

15


Table of Contents

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment, a revision of SFAS No. 123, Accounting for Stock-Based Compensation.” Revised SFAS No. 123 requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The approach to accounting for share-based payments under revised SFAS No. 123 is substantially unchanged from that allowed under SFAS No. 123. Revised SFAS No. 123 is scheduled to be effective for reporting periods beginning after June 15, 2005. In April 2005, the Securities and Exchange Commissions approved postponing the effective date for applying the provision of SFAS No. 123 (revised 2004) until fiscal year beginning after June, 2005. As Nomura already has adopted the provision of SFAS No. 123, the impact of adopting the revised SFAS No. 123 is not expected to be significant.

 

In March 2005, the FASB issued FIN 47, “Accounting for Conditional Asset Retirement Obligations.” FIN 47 clarifies that the term conditional asset retirement obligation as used in FASB Statement No. 143, “Accounting for Asset Retirement Obligation” and provides guidance on the recognition timing and the measurement of liabilities associated with the retirement of a tangible long-lived asset when the timing and /or method of settlement of the obligation are conditional on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. Nomura is currently assessing the potential impact of FIN 47 on the consolidated financial statements.

 

2. U.S. dollar amounts:

 

The U.S. dollar amounts are included solely for the convenience of the reader and have been translated at the rate of ¥107.22 = US$1, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2005. This translation should not be construed to imply that the yen amounts actually represent, or have been or could be converted into, equivalent amounts in U.S. dollars.

 

3. Retirement benefit plans:

 

Outline of retirement benefit plans—

 

The Company and certain domestic subsidiaries other than private equity investees provide lump-sum severance indemnity, defined benefit pension plans and defined contribution pension plans to employees at retirement. Some overseas subsidiaries provide lump-sum payments to employees at retirement, defined benefit pension plans and defined contribution pension plans.

 

Key information related to defined benefit plans—

 

Items related to the plans for the Company and domestic subsidiaries other than private equity investees

 

     Millions of yen

  

Translation into
millions of

U.S. dollars


     As of / for the
year ended
March 31, 2004


   As of / for the
year ended
March 31, 2005


   As of / for the
year ended
March 31, 2005


Accrued pension and severance costs

   ¥ 72,620    ¥ 65,203    $ 608

Periodic pension and severance cost (1)

     14,780      13,490      126

(1) Periodic pension and severance costs are included in “Compensation and benefits” in “Non-interest expenses”.

 

Assumptions used in determining the present value of the projected benefit obligation and net periodic pension and severance costs:

 

     (%)

     As of / for the
year ended
March 31, 2004


   As of / for the
year ended
March 31, 2005


Discount Rate

   1.8    2.1

Expected rate of return on plan assets

   2.6    2.6

 

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Table of Contents
4. Credit and investment commitments and guarantees:

 

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, 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 were as follows:

 

     Millions of yen

  

Translation into
millions of

U.S. dollars


     March 31,
2004


   March 31,
2005


  

March 31,

2005


Commitments to extend credit and to invest in partnerships

   ¥ 160,089    ¥ 192,590    $ 1,796

 

Guarantees—

 

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 accounting definition of a guarantee under FIN No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. Contractual amounts of these guarantees, other than derivative contract, for which the fair values are recorded on the consolidated balance sheets at fair value, were as follows:

 

     Millions of yen

  

Translation into
millions of

U.S. dollars


     March 31,
2004


   March 31,
2005


  

March 31,

2005


Standby letters of credit and other guarantees

   ¥ 29,424    ¥ 7,919    $ 74

 

17


Table of Contents
5. Comprehensive income:

 

     Millions of yen

  

Translation into
millions of

U.S. dollars


     For the year ended

     March 31,
2004


    March 31,
2005


   March 31, 2005

Net income

   ¥ 172,329     ¥ 94,732    $ 884
    


 

  

Other comprehensive (loss) income, net of tax:

                     

Change in cumulative translation adjustments

     (12,051 )     16,297      152

Minimum pension liability adjustment during the period

     7,337       9,576      89
    


 

  

Total other comprehensive (loss) income, net of tax

     (4,714 )     25,873      241
    


 

  

Comprehensive income

   ¥ 167,615     ¥ 120,605    $ 1,125
    


 

  

 

18


Table of Contents
6. Changes in additional paid-in capital and retained earnings:

 

     Millions of yen

   

Translation into
millions of

U.S. dollars


 
     For the year ended

 
     March 31,
2004


    March 31,
2005


   

March 31,

2005


 

Additional paid-in capital

                        

Balance at beginning of period

   ¥ 151,328     ¥ 154,063     $ 1,437  

Gain on sales of treasury stock

     1,807       14       0  

Issuance of common stock options

     928       1,870       17  
    


 


 


Balance at end of period

   ¥ 154,063     ¥ 155,947     $ 1,454  
    


 


 


Retained earnings

                        

Balance at beginning of period

   ¥ 1,407,028     ¥ 1,550,231     $ 14,458  

Net income

     172,329       94,732       884  

Dividends

     (29,126 )     (38,827 )     (362 )
    


 


 


Balance at end of period

   ¥ 1,550,231     ¥ 1,606,136     $ 14,980  
    


 


 


 

7. Segment Information-Operating segment:

 

Business segments’ results are shown in the following table.

 

     Millions of yen

 
     Domestic
Retail


   Global
Wholesale


    Asset
Management


   

Other

(Inc. elimination)


    Total

 

Year ended March 31, 2004

                                       

Non-interest revenue

   ¥ 304,035    ¥ 290,845     ¥ 34,300     ¥ (83 )   ¥ 629,097  

Net interest revenue

     1,722      74,891       1,657       22,156       100,426  
    

  


 


 


 


Net revenue

     305,757      365,736       35,957       22,073       729,523  

Non-interest expenses

     226,213      227,227       37,004       13,574       504,018  
    

  


 


 


 


Income (loss) before income taxes

   ¥ 79,544    ¥ 138,509     ¥ (1,047 )   ¥ 8,499     ¥ 225,505  
    

  


 


 


 


Year ended March 31, 2005

                                       

Non-interest revenue

   ¥ 301,464    ¥ 264,848     ¥ 42,239     ¥ 26,064     ¥ 634,615  

Net interest revenue

     2,903      61,022       1,283       9,159       74,367  
    

  


 


 


 


Net revenue

     304,367      325,870       43,522       35,223       708,982  

Non-interest expenses

     223,200      239,502       36,086       22,612       521,400  
    

  


 


 


 


Income before income taxes

   ¥ 81,167    ¥ 86,368     ¥ 7,436     ¥ 12,611     ¥ 187,582  
    

  


 


 


 


     Change (%)

 

Income (loss) before income taxes

                                       

Year ended March 31, 2005 vs. 2004

     2.0      (37.6 )     —         48.4       (16.8 )
    

  


 


 


 


     Translation into millions of U.S. dollars

 

Year ended March 31, 2005

                                       

Non-interest revenue

   $ 2,812    $ 2,470     $ 394     $ 243     $ 5,919  

Net interest revenue

     27      569       12       86       694  
    

  


 


 


 


Net revenue

     2,839      3,039       406       329       6,613  

Non-interest expenses

     2,082      2,233       337       211       4,863  
    

  


 


 


 


Income before income taxes

   $ 757    $ 806     $ 69     $ 118     $ 1,750  
    

  


 


 


 


 

 

19


Table of Contents

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 the “Other” column

 

     Millions of yen

   

Translation into
millions of

U.S. dollars


 
     For the year ended

 
     March 31,
2004


    March 31,
2005


   

March 31,

2005


 

Loss on undesignated hedging instruments included in Net gain on trading

   ¥ (12,544 )   ¥ (8,650 )   $ (81 )

Gain on investment securities

     1,590       7,777       73  

Equity in earnings of affiliates

     8,514       7,271       68  

Corporate items

     (10,666 )     4,519       42  

Others

     21,605       1,694       16  
    


 


 


Total

   ¥ 8,499     ¥ 12,611     $ 118  
    


 


 


 

The table below presents a reconciliation of the combined segment information included in the table on the previous page to reported net revenue and income before income taxes in the consolidated income statement information.

 

     Millions of yen

  

Translation into
millions of

U.S. dollars


     For the year ended

     March 31,
2004


   March 31,
2005


  

March 31,

2005


Net revenue

   ¥ 729,523    ¥ 708,982    $ 6,612

Unrealized gain on investments in equity securities held for relationship purposes

     54,729      8,364      78

Effect of consolidation/deconsolidation of certain private equity investee companies

     18,851      81,844      764
    

  

  

Consolidated net revenue

   ¥ 803,103    ¥ 799,190    $ 7,454
    

  

  

Non-interest expenses

   ¥ 504,018    ¥ 521,400    $ 4,862

Unrealized gain on investments in equity securities held for relationship purposes

     —        —        —  

Effect of consolidation/deconsolidation of certain private equity investee companies

     16,409      72,955      682
    

  

  

Consolidated non-interest expenses

   ¥ 520,427    ¥ 594,355    $ 5,544
    

  

  

Income before income taxes

   ¥ 225,505    ¥ 187,582    $ 1,750

Unrealized gain on investments in equity securities held for relationship purposes

     54,729      8,364      78

Effect of consolidation/deconsolidation of certain private equity investee companies

     2,442      8,889      82
    

  

  

Consolidated income before income taxes

   ¥ 282,676    ¥ 204,835    $ 1,910
    

  

  

 

20


Table of Contents
8. Other

 

Information on lease and derivative transactions will be disclosed in EDINET. Other notes to the consolidated financial information will be disclosed when those are available.

 

21


Table of Contents

NOMURA HOLDINGS, INC.

SUPPLEMENTARY INFORMATION

(UNAUDITED)

 

“Commissions/fees received” and “Net gain on trading” consist of the following:

 

Commissions/fees received

 

     Millions of yen

   % Change

   

Translation into
millions of

U.S. dollars


     For the year ended

     March 31,
2004 (A)


   March 31,
2005 (B)


   (B-A)/(A)

   

March 31,

2005


Commissions

   ¥ 210,216    ¥ 221,963    5.6     $ 2,070
    

  

  

 

Brokerage Commissions

     149,667      156,198    4.4       1,457

Commissions for Distribution of Investment Trust

     37,345      41,660    11.6       389

Fees from Investment Banking

     86,994      92,322    6.1       861
    

  

  

 

Underwriting and Distribution

     71,091      69,553    (2.2 )     649

M&A / Financial Advisory Fees

     15,772      22,639    43.5       211

Asset Management and Portfolio Service Fees

     66,193      78,452    18.5       732
    

  

  

 

Asset Management Fees

     56,268      67,183    19.4       627

Total

   ¥ 363,403    ¥ 392,737    8.1     $ 3,663
    

  

  

 

Net gain on trading

                          
     Millions of yen

   % Change

   

Translation into
millions of

U.S. dollars


     For the year ended

     March 31,
2004 (A)


   March 31,
2005 (B)


   (B-A)/(A)

   

March 31,

2005


Merchant Banking

   ¥ 1,548    ¥ 4,013    159.2     $ 38

Equity Trading

     75,232      76,815    2.1       716

Fixed Income and Other Trading

     152,262      120,858    (20.6 )     1,127
    

  

  

 

Total

   ¥ 229,042    ¥ 201,686    (11.9 )   $ 1,881
    

  

  

 

 

22


Table of Contents

NOMURA HOLDINGS, INC.

CONSOLIDATED INCOME STATEMENT INFORMATION

(UNAUDITED)

 

     Millions of yen

 
     For the three months ended

 
     June 30,
2003


    September 30,
2003


   December 31,
2003


    March 31,
2004


    June 30,
2004


   September 30,
2004


    December 31,
2004


    March 31,
2005


 

Revenue:

                                                              

Commissions

   ¥ 33,752     ¥ 55,967    ¥ 57,590     ¥ 62,907     ¥ 69,533    ¥ 45,585     ¥ 46,275     ¥ 60,570  

Fees from investment banking

     14,498       19,860      24,408       28,228       15,434      32,339       18,412       26,137  

Asset management and portfolio service fees

     13,735       17,022      16,792       18,644       18,185      19,845       19,287       21,135  

Net gain on trading

     80,432       67,097      33,800       47,713       53,567      23,073       54,709       70,337  

(Loss) gain on private equity investments

     (669 )     7,267      (2,105 )     8,645       498      (2,097 )     (2,165 )     11,508  

Interest and dividends

     101,646       89,944      66,574       85,096       81,891      101,102       122,035       96,351  

Gain (loss) on investments in equity securities

     16,168       15,601      2,788       21,331       10,271      (11,624 )     7,752       8,915  

Private equity entities product sales

     2,682       1,267      2,678       11,012       17,368      15,858       20,250       21,585  

Other

     5,348       5,471      3,167       9,580       8,548      4,747       7,206       11,815  
    


 

  


 


 

  


 


 


Total revenue

     267,592       279,496      205,692       293,156       275,295      228,828       293,761       328,353  

Interest expense

     67,505       64,809      55,461       55,058       61,367      71,987       99,873       93,820  
    


 

  


 


 

  


 


 


Net revenue

     200,087       214,687      150,231       238,098       213,928      156,841       193,888       234,533  
    


 

  


 


 

  


 


 


Non-interest expenses:

                                                              

Compensation and benefits

     65,903       67,686      61,823       63,924       65,943      64,206       67,441       77,398  

Commissions and floor brokerage

     4,904       4,625      3,482       6,158       6,409      6,502       4,068       6,931  

Information processing and communications

     18,890       19,520      19,155       22,466       19,281      20,136       20,404       21,587  

Occupancy and related depreciation

     13,319       13,506      12,929       14,467       13,274      12,986       13,152       14,122  

Business development expenses

     4,983       5,428      5,495       7,194       5,429      7,767       6,824       8,194  

Private equity entities cost of goods sold

     2,064       1,123      1,938       6,728       11,171      9,921       11,501       12,088  

Other

     18,724       14,848      15,478       23,667       19,955      19,116       21,306       27,243  
    


 

  


 


 

  


 


 


       128,787       126,736      120,300       144,604       141,462      140,634       144,696       167,563  
    


 

  


 


 

  


 


 


Income before income taxes

     71,300       87,951      29,931       93,494       72,466      16,207       49,192       66,970  
    


 

  


 


 

  


 


 


Income tax expense (benefit):

                                                              

Current

     27,093       38,418      15,265       27,658       26,001      22,291       10,939       45,162  

Deferred

     5,159       1,895      (1,065 )     (4,076 )     5,633      (9,300 )     13,112       (3,735 )
    


 

  


 


 

  


 


 


       32,252       40,313      14,200       23,582       31,634      12,991       24,051       41,427  
    


 

  


 


 

  


 


 


Net income

   ¥ 39,048     ¥ 47,638    ¥ 15,731     ¥ 69,912     ¥ 40,832    ¥ 3,216     ¥ 25,141     ¥ 25,543  
    


 

  


 


 

  


 


 


     Yen

 

Per share of common stock:

                                                              

Basic-

                                                              

Net income

   ¥ 20.14     ¥ 24.58    ¥ 8.10     ¥ 36.01     ¥ 21.03    ¥ 1.66     ¥ 12.95     ¥ 13.16  
    


 

  


 


 

  


 


 


Diluted-

                                                              

Net income

   ¥ 20.14     ¥ 24.58    ¥ 8.10     ¥ 36.01     ¥ 21.03    ¥ 1.66     ¥ 12.94     ¥ 13.15  
    


 

  


 


 

  


 


 


 

23


Table of Contents

Organizational Structure

 

The following table lists Nomura Holdings, Inc. and its significant subsidiaries and affiliates.

 

Nomura Holdings, Inc.

Domestic Subsidiaries

Nomura Securities Co., Ltd.

Nomura Asset Management Co., Ltd.

The Nomura Trust & Banking Co., Ltd.

Nomura Babcock & Brown Co., Ltd.

Nomura Capital Investment Co., Ltd.

Nomura Investor Relations Co., Ltd.

Nomura Principal Finance Co., Ltd.

Nomura Funds Research and Technologies Co., Ltd.

Nomura Pension Support & Service Co., Ltd.

Nomura Research & Advisory Co., Ltd.

Nomura Business Services Co., Ltd.

Nomura Facilities, Inc.

Nomura Institute of Capital Markets Research

Overseas Subsidiaries

Nomura Holding America Inc.

Nomura Securities International, Inc.

Nomura Corporate Research and Asset Management Inc.

Nomura Asset Capital Corporation

The Capital Company of America, LLC

Nomura Derivative Products, Inc.

Nomura Global Financial Products, Inc.

Nomura Securities (Bermuda) Ltd.

Nomura Europe Holdings plc

Nomura International plc

Nomura Bank International plc

Banque Nomura France

Nomura Bank (Luxembourg) S.A.

Nomura Bank (Deutschland) GmbH

Nomura Bank (Switzerland) Ltd.

Nomura Italia S.I.M. p.A.

Nomura Funding Facility Corporation Limited

Nomura Global Funding plc

Nomura Europe Finance N.V.

Nomura Principal Investment plc

Nomura Asia Holding N.V.

Nomura Investment Banking (Middle East) B.S.C. (Closed)

Nomura International (Hong Kong) Limited

Nomura Singapore Limited

Nomura Advisory Services (Malaysia) Sdn. Bhd.

Nomura Australia Limited

PT Nomura Indonesia

Affiliates

Nomura Research Institute, Ltd.

JAFCO Co., Ltd.

Nomura Land and Building Co., Ltd.

Capital Nomura Securities Public Company Limited

 

24


Table of Contents

Risk Factors

 

You should carefully consider the risks described below before making an investment decision. If any of the risks described below actually occurs, our business, financial condition or results of operations could be adversely affected. In that event, the trading prices of our shares could decline, and you may lose all or part of your investment. Additional risks not currently known to us or that we now deem immaterial may also harm us and affect your investment.

 

Market fluctuations could harm our businesses

 

Our businesses are materially affected by conditions in the financial markets and economic conditions in Japan and elsewhere around the world. Market downturns can occur not only as a result of purely economic factors, but also as a result of war, act of terrorism, natural disasters or other similar events. A sustained market downturn can adversely affect our business and can result in substantial losses. Even in the absence of a prolonged market downturn, we may incur substantial losses due to market volatility.

 

Our brokerage and asset management revenues may decline

 

A market downturn could result in a decline in the revenues we receive from commissions because of a decline in the volume of brokered securities transactions that we execute for our customers. Also, in most cases, we charge fees for managing our clients’ portfolios that are based on the value of their portfolios. A market downturn that reduces the value of our clients’ portfolios, increases the amount of withdrawals or reduces the amount of new investments in these portfolios would reduce the revenue we receive from our asset management businesses.

 

Our investment banking revenues may decline

 

Unfavorable financial or economic conditions would likely reduce the number and size of transactions for which we provide securities underwriting, financial advisory and other investment banking services. Our investment banking revenues, which include fees from these services, are directly related to the number and size of the transactions in which we participate and would therefore decrease if there is a sustained market downturn.

 

We may incur significant losses from our trading and investment activities

 

We maintain large trading and investment positions in the fixed income and equity markets, both for our own account and for the purpose of facilitating our customers’ trades. Our positions consist of various types of asset, including financial derivatives transactions in the interest rate, credit, equity, currency, commodity, real estate and other markets. Market fluctuations can adversely affect the value of these assets. To the extent that we own assets, or have long positions, a market downturn could result in losses if the value of these long positions decreases. Furthermore, to the extent that we have sold assets we do not own, or have short positions, a market upturn could expose us to potentially unlimited losses as we attempt to cover our short positions by acquiring assets in a rising market. We utilize various hedging techniques to mitigate these position risks. We can incur losses if the markets move in a way we have not anticipated, as a result of specific events such as the terrorist attack on September 11, 2001 or the Russian economic crisis in 1998. Also, we face losses if the level of market volatility differs from our expectation, which may occur particularly in the emerging markets. In addition, we commit capital to take relatively large position for underwriting or warehousing assets to facilitate certain capital market transactions. We may incur significant losses from these activities.

 

Holding large and concentrated positions of securities and other assets may expose us to large losses

 

Concentration of risk can expose us to large losses in our businesses such as market-making, block trading, underwriting and acquiring newly-issued convertible bonds through third-party allotment. We have committed substantial amounts of capital to these businesses. This often requires us to take large positions in the securities of a particular issuer or issuers in a particular industry, country or region. For example, we previously held a large inventory for commercial mortgage-backed securities in our U.S. operations, the value of which seriously deteriorated after bond investors took flight from these investments in August 1998.

 

Extended market decline can reduce liquidity and lead to material losses

 

Extended market decline can reduce the level of market activity. If we cannot properly close out our associated positions, in particular over-the-counter derivatives, we may incur substantial losses due to the difficulty of monitoring prices in a less liquid market.

 

25


Table of Contents

Our hedging strategies may not prevent losses

 

We use a variety of instruments and strategies to hedge our exposure to various types of risk. If our hedging strategies are not effective, we may incur losses. We base many of our hedging strategies on historical trading patterns and correlations. For example, if we hold a long position in an asset, we may hedge this position by taking a short position in an asset where the short position has, historically, moved in a direction that would offset a change in value in the long position. However, historical trading patterns and correlations may not continue, and these hedging strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

 

Our risk management policies and procedures may not be fully effective in managing market risk

 

Our policies and procedures to identify, monitor and manage risks may not be fully effective. Some of our methods of managing risk are based upon observed historical market behavior. This historical market behavior may not continue in future periods. As a result, we may suffer losses by being unable to predict future risk exposures that could be significantly greater than the historical measures indicate. Other risk management methods that we use also rely on our evaluation of information regarding markets, clients or other matters, which information is publicly available or otherwise accessible by us. This information may not be accurate, complete, up-to-date or properly evaluated, in which case we may be unable to properly assess our risks.

 

Market risk may increase the other risks that we face

 

In addition to the potentially adverse effects on our businesses described above, market risk could exacerbate other risks that we face. For example, the risks associated with new products through financial engineering/innovation may be increased by market risk. Also, if we incur substantial trading losses, our need for liquidity could rise sharply while our access to cash may be impaired. Furthermore, if there is a market downturn, our customers and counterparties could incur substantial losses of their own, thereby weakening their financial condition and, as a result, increasing our credit risk exposure to them. Our liquidity risk and credit risk are described below.

 

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition

 

Liquidity, or having ready access to cash, is essential to our businesses. In addition to maintaining a readily available cash position, we seek to enhance our liquidity through repurchase and securities lending transactions, access to long-term debt, diversification of our short-term funding sources such as commercial paper, and by holding a portfolio of highly liquid assets. We bear the risk that we may lose liquidity under certain circumstances, including the following:

 

We may be unable to access the debt capital markets

 

We depend on continuous access to the debt capital markets to finance our day-to-day operations. An inability to raise money in the long-term or short-term debt markets, or to engage in repurchase agreements and securities lending, could have a substantial negative effect on our liquidity. For example, lenders could refuse to extend the credit necessary for us to conduct our business because of their assessment of our long-term or short-term financial prospects:

 

    if we incur large trading losses,

 

    if the level of our business activity decreases due to a market downturn, or

 

    if regulatory authorities take significant action against us.

 

Our ability to borrow in the debt markets also could be impaired by factors that are not specific to us, such as a severe disruption of the financial markets or negative views about the prospects for the investment banking, securities or financial services industries generally. For example, in 1998 and 1999, as a result of concerns regarding asset quality and the failure of several large Japanese financial institutions, some international lenders charged an additional risk premium to Japanese financial institutions for short-term borrowings in the interbank market and restricted the availability of credit they were willing to extend. As concern about banks and other financial institutions in Japan continues, this additional risk premium, commonly known as “Japan premium”, may be imposed again.

 

26


Table of Contents

In particular, we may be unable to access the short-term debt markets

 

We depend primarily on the issuance of commercial paper and short-term bank loans as a principal source of unsecured short-term funding of our operations. Our liquidity depends largely on our ability to refinance these borrowings on a continuous basis. Investors who hold our outstanding commercial paper and other short-term debt instruments have no obligation to purchase new instruments when the outstanding instruments mature. We may be unable to obtain short-term financing from banks to make up any shortfall.

 

We may be unable to sell assets

 

If we are unable to borrow in the debt capital markets or if our cash balances decline significantly, we will need to liquidate our assets or take other actions in order to meet our maturing liabilities. In volatile or uncertain market environments, overall market liquidity may decline. In a time of reduced market liquidity, we may be unable to sell some of our assets, which could adversely affect our liquidity, or we may have to sell assets at depressed prices, which could adversely affect our results of operations and financial conditions. Our ability to sell our assets may be impaired by other market participants seeking to sell similar assets into the market at the same time. For example, after the Russian economic crisis in 1998, the liquidity of some of our assets, including Russian bonds and other assets, such as commercial mortgage-backed securities, was significantly reduced by simultaneous attempts by us and other market participants to sell similar assets.

 

Lowering of our credit ratings could increase our borrowing costs

 

Our borrowing costs and our access to the debt capital markets depend significantly on our credit ratings. Rating agencies may reduce or withdraw their ratings or place us on “credit watch” with negative implications. A reduction in our credit ratings, or being placed on “credit watch” with negative implications, could increase our borrowing costs and limit our access to the capital markets. This, in turn, could reduce our earnings and adversely affect our liquidity. For example, in 1998, after a series of credit rating downgrades, we experienced an increase in borrowing costs and reduced access to short-term funding sources—particularly in connection with our operations in Europe and the United States.

 

Event risk may cause losses in our trading and investment assets as well as market and liquidity risk

 

Event risk refers to potential losses in value we may suffer through unpredictable events that cause large unexpected market price moves. These include not only the events such as the terrorist attack on September 11, 2001 and the Russian economic crisis in 1998 that resulted in losses to our business but also the following types of events that could cause losses on our trading and investment assets:

 

    sudden and significant changes in credit ratings with regard to our trading and investment assets by rating agencies that have significant presence and influence on the market,

 

    sudden changes in trading, tax, accounting and other related rules which may make our trading strategy obsolete or less competitive, or

 

    the failure of corporate actions such as M&A with respect to our trading and investment assets.

 

Losses caused by financial or other problems of third parties may expose us to credit risk

 

Our counterparties are from time to time indebted to us as a result of transactions or contracts, including loans, commitments to lend, other contingent liabilities, and derivatives transactions such as swaps and options.

 

We may incur material losses when our counterparties default on their obligations to us due to bankruptcy, deterioration in their creditworthiness, lack of liquidity, operational failure, an economic or political event, or other reasons. This risk may arise from:

 

    holding securities of third parties,

 

    entering into swap or other derivative contracts under which counterparties have obligations to make payments to us,

 

    executing securities, futures, currency or derivative trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries, or

 

    extending credit to our clients through bridge or margin loans or other arrangements.

 

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Problems related to third party credit risk may include the following:

 

Defaults by a large financial institution could adversely affect the financial markets generally and us specifically

 

The commercial soundness of many financial institutions is closely interrelated as a result of credit, trading, clearing or other relationships among the institutions. As a result, concern about, or a default by, one institution could lead to significant liquidity problems or losses in, or defaults by, other institutions. This may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we interact on a daily basis. Actual defaults, increases in perceived default risk and other similar events could arise in the future and could have an adverse effect on the financial markets and on us. We may suffer financially if major Japanese financial institutions fail or experience severe liquidity or solvency problems.

 

There can be no assurance as to the accuracy of the information about, or the sufficiency of the collateral we use in managing, our credit risk

 

We regularly review our credit exposure to specific customers or counterparties and to specific countries and regions that we believe may present credit concerns. Default risk, however, may arise from events or circumstances that are difficult to detect, such as fraud. We may also fail to receive full information with respect to the risks of a counterparty. In addition, in cases where we have extended credit against collateral, we may find that we have insufficient value in the collateral. For example, if sudden declines in market values reduce the value of our collateral, we may become undersecured.

 

Our customers and counterparties may be unable to perform their obligations to us as a result of economic or political conditions

 

Country, regional and political risks are components of credit risk, as well as market risk. Economic or political pressures in a country or region, including those arising from local market disruptions or currency crises, may adversely affect the ability of clients or counterparties located in that country or region to obtain credit or foreign exchange, and therefore to perform their obligations owed to us.

 

Operational risk may disrupt our businesses, result in regulatory action against us or limit our growth

 

We face the following types of operational risk, and if such risk materializes, we could suffer financial losses, disruption in our business, litigation from relevant parties, regulatory intervention or reputational damage:

 

    suffering damages due to failure to settle securities transactions,

 

    suffering damages due to failure by officers or employees to perform proper administrative activities prescribed in regular procedures,

 

    suffering damages due to suspension or malfunction of systems, most of which are developed and maintained by our affiliate, Nomura Research Institute, Ltd.,

 

    suffering damages as a result of the destruction of our facilities or systems due to large-scale disasters or criminal actions, or

 

    suffering damages as a result of the restriction of our business operation or investment activities due to social confusion from political reasons.

 

Our business is subject to substantial legal and regulatory risk, to regulatory changes and reputation risk

 

Substantial legal liability or a significant regulatory action against us could have a material financial effect or cause reputational harm to us, which in turn could seriously damage our business prospects. Also, material changes in regulations applicable to us or to our market could adversely affect our business.

 

Our exposure to legal liability is significant

 

We face significant legal risks in our businesses. These risks include liability under securities or other laws for materially false or misleading statements made in connection with securities underwriting and offering transactions, potential liability for advice we provide in corporate transactions, disputes over the terms and conditions of complex trading arrangements or the validity of contracts for transactions with us and legal claims concerning our merchant banking business. During a prolonged market downturn, we would expect claims against us to increase. We may also face significant litigation. The cost of defending such litigation may be substantial and our involvement in litigation may damage our reputation. In addition, even legal transactions might be subject to social criticism according to the particulars or situations of such transactions. These risks may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time.

 

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Extensive regulation of our businesses limits our activities and may subject us to significant penalties

 

The financial services industry is subject to extensive regulation. We are subject to regulation by governmental and self-regulatory organizations in Japan and in virtually all other jurisdictions in which we operate. These regulations are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal with us. These regulations are not designed to protect our shareholders and often limit our activities, through net capital, customer protection and market conduct requirements. We face the risk that regulatory authorities may intervene in our businesses through extended investigation and surveillance activity, adoption of costly or restrictive new regulations or judicial or administrative proceedings that may result in substantial penalties. We could be fined, prohibited from engaging in some of our business activities, or be subject to the temporary or long-term suspension or revocation of our legal authorization to conduct business. Our reputation could also suffer from the adverse publicity that any administrative or judicial sanction against us may create. As a result of such sanction, we may lose business opportunities for a period of time, even after the sanction is lifted, if and to the extent that our customers, especially public institutions, decide not to engage us for their financial transactions.

 

Material changes in regulations applicable to us or to our market could adversely affect our business

 

If regulations that apply to our businesses are introduced, modified or removed, we could be adversely affected directly or through resulting changes in market conditions. For example, in September 2002, the Financial Services Agency of Japan abolished restrictions on sharing common office space between banks and their affiliated securities companies. Also, in accordance with the amendments to the Securities and Exchange Law effective from December 1, 2004, banks and certain other financial institutions became able to act as agents of securities companies in the securities brokerage business and therefore increasing competition. Furthermore, we may face additional regulations on trading or other activities that may lead to a reduction of the market liquidity, trading volume or market participants. Such regulatory action may damage the Japanese markets as our main revenue source.

 

Misconduct by an employee, Director or Executive Officer could harm us and is difficult to detect and deter

 

We face the risk that misconduct by an employee, Director or Executive Officer could occur. Misconduct by an employee, Director or Executive Officer could bind us to transactions that exceed authorized limits or present unacceptable risks, or hide from us unauthorized or unsuccessful activities, which, in either case, may result in unknown and unmanaged risks or losses. Misconduct by an employee, Director or Executive Officer could also involve the improper use or disclosure of confidential information, which could result in regulatory sanctions, legal liability and serious reputational or financial damage to us. We may not always be able to deter misconduct by an employee, Director or Executive Officer and the precautions we take to prevent and detect misconduct may not be effective in all cases.

 

Our reputation may be damaged due to leakage of personal information

 

In Japan, the Personal Information Protection Act took full effect on April 1, 2005. A company handling personal information has been imposed various obligations regarding acquisition, use or management of personal information. Recently, there have been a series of reports that huge personal information was leaked from companies. In these cases, some of such companies have heavily lost social trust. We own large database of our customers and use such database for the purpose of providing services for our customers. Under these circumstances in Japan, information management of personal information has become more important to us.

 

The financial services industry is intensely competitive and rapidly consolidating

 

The businesses we are in are intensely competitive, and we expect them to remain so. We compete on the basis of a number of factors, including transaction execution, our products and services, innovation, reputation and price. In recent years, we have experienced intense price competition in brokerage, underwriting and other businesses. There has also been increased competition in terms of delivery of value-added services to customers, such as corporate advisory services.

 

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Competition with on-line brokers and non-Japanese firms in Japan is increasing

 

Since the late 1990s, the financial services sector in Japan has been deregulated. Banks and other types of financial institutions can compete with us to a greater degree than they could before deregulation in the areas of financing and investment trusts. Moreover, since the full deregulation of stock brokerage commission rates in October 1999, competition in the domestic brokerage market has intensified. A number of securities companies in Japan, especially small and medium-sized firms, including those that specialize in on-line securities brokerage, are offering securities brokerage services at low commission rates. In response to commission deregulation, we also restructured our stock brokerage commissions to offer lower commissions depending on the trading amount and the type of customer account. We may continue to experience pricing pressures in the future.

 

Competition with non-Japanese firms in the Japanese market is increasing

 

Competition from non-Japanese firms has also increased through their presence in Japan, especially in the areas of securities underwriting and corporate advisory services.

 

Increased global consolidation in the financial services industry means increased competition for us

 

In recent years, there has been substantial consolidation and convergence among companies in the financial services industry. In particular, a number of large commercial banks, insurance companies and other broad-based financial services firms have established or acquired broker-dealers or have merged with other financial institutions in Japan and overseas. Many of these firms have the ability to offer a wide range of products, including loans, deposit-taking, insurance, brokerage, asset management and investment banking services. This diversity of services offered may enhance their competitive position. They also have the ability to supplement their investment banking and securities business with commercial banking, insurance and other financial services revenues in an effort to gain market share. We may lose our market share as these large, consolidated firms expand their business.

 

Our ability to expand internationally will depend on our ability to compete successfully with financial institutions in international markets

 

We believe that significant challenges and opportunities will arise for us outside of Japan. In order to take advantage of these opportunities, we will have to compete successfully with financial institutions based in important non-Japanese markets, including the United States, Europe and Asia. Some of these financial institutions are larger, better capitalized and have a stronger local presence and a longer operating history in these markets.

 

We may not be able to realize gains we expect on our private equity investments

 

We hold substantial private equity investments in Europe. These investments are in the residential real estate, consumer finance, retail and service sectors. We hold these investments at fair value, which is typically based on projected future cash flows, discounted at a weighted average cost of capital. Projected future cash flows will reflect the business drivers specific to each investment, which in turn will be affected by market conditions, thus any deterioration in the market conditions of these sectors in Europe could have a material impact on our future financial statements. This is especially the case if market conditions deteriorate in the European residential real estate sector, given the overall weighting of risk to this sector. Furthermore, given their large size and illiquid nature, the general partner of the fund controlling these investments may not be able to realize the value of the underlying investments at a level, at the time or in a way the general partner may wish. Inability to dispose of the underlying investments could have a material impact on our future financial statements.

 

Also, we have a growing private equity business in Japan. As the size of this business increases, any deterioration in market conditions and/or our inability to dispose of our private equity investments in Japan at a level, at the time or in a way we may wish, could give rise to material losses which could have a material impact on our future financial statements.

 

We may not be able to dispose of our operating investments at the time or with the speed we would like

 

We hold substantial amounts of operating investments, which refer to investments in equity securities of companies not affiliated with us which we hold on a long-term basis in order to promote existing and potential business relationships. A substantial portion of these investments consists of equity securities of public companies in Japan. Under U.S. GAAP, depending on market conditions, we may record significant unrealized gains or losses on our operating investments, which would have a substantial impact on our income statement. Depending on the conditions of the Japanese equity markets, we may not be able to dispose of these equity securities when we would like to do so or as quickly as we may wish.

 

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Our investments in publicly-traded shares of affiliates accounted for under the equity method in our consolidated financial statements may decline significantly over a period of time and result in our incurring an impairment loss

 

We have equity investments in affiliates accounted for under the equity method in our consolidated financial statements whose shares are publicly traded. Under U.S. GAAP, if there is a decline in the fair value, i.e., the market price, of the shares we hold in such affiliates over a period of time, and we determine, based on the guidance of Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock”, that the decline is other than temporary, then we must record an impairment loss for the applicable fiscal period.

 

We may face an outflow of customers’ assets due to losses of cash reserve funds or bonds we offered

 

We offer many types of product to meet various needs of our customers with different risk profiles. Cash reserve funds, such as money management funds and money reserve funds, and Long-term Bond Investment Trusts (“Nomura Bond Fund”) are categorized as low-risk products. Such cash reserve funds may fall below par value as a result of defaults on bonds contained in the portfolio. In addition, bonds that we offer may default or experience delays in their obligation to pay interest and/or principal. Such losses in the products we offer may result in the loss of customer confidence and lead to an outflow of customer assets from our custody.

 

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Corporate Goals and Principles

 

Management Policy and Structure of Business Operations

 

The vision of Nomura Group (the “Company”) is to solidify its position as a “globally competitive Japanese financial institution”.

 

Japan’s financial market evolution has resulted in more internationalization and deregulation. The Company’s management objective is to capture the securities business from a broader perspective, continue strengthening and expanding our domestic operations whilst, simultaneously, utilizing Nomura Group’s comprehensive capabilities around the world to grow our business on a global scale.

 

One of the management’s goal is to maintain an average consolidated ROE of 10 to 15% over the medium to long run.

 

Rather than running each of its companies on an individual basis, the Company has an integrated approach to managing its business. In order to accelerate our business on a global scale, from 1st April 2005, the Company has undertaken certain reorganizations in its business lines. Nomura Group’s Global Wholesale has been segmented to Global Markets, Global Investment Banking, Global Merchant Banking, which combined with Domestic Retail and Asset Management will consist of five business lines.

 

In addition, within Global Markets, together with Global Fixed Income and Global Equity, we have established Asset Finance as a new business line.

 

The Company has established these business lines to meet client requirements, with the objective to expand and strengthen our operations both at home and abroad. In order to achieve this, the Company has delegated appropriate executive authority to each of the respective business lines, with the aim to increase Nomura Group’s competitive position through the continuation of establishing a solid platform via linkages between the lines and enhancement of professional skills within each line.

 

Business Line

LOGO

 

 

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Dividend Policy

 

When determining the amount of any cash dividend, the Company will first consider the maintenance of capital sufficient to capture business opportunities as they may develop. The Company will then decide the target dividend amounts, taking into account the firm’s dividend-on-equity ratio (DOE). Lastly, when the Company achieves a sufficient level of profit, it will decide the amount of the cash dividend taking into consideration the pay-out ratio. As for retained profits, the Company intends to invest in business areas where high profitability and growth may reasonably be expected, including development and expansion of infrastructure, to maximize value for shareholders.

 

Reduction of the Size of Trading Units

 

At the Board of Directors meeting held on October 28, 2004, it was decided to change the trading unit of the Company’s stock from 1,000 shares to 100 shares. This change was implemented on January 4, 2005.

 

Current Challenges

 

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 expand and strengthen its customer base and assets under management, through a more extensive approach in ensuring that we are able to meet their diversifying requirements. In addition, the Company will continue its efforts in areas such as investor education programs, in order to expand the investor universe, leading to further activity in the financial markets.

 

In Global Markets, through the advancement of professional skills in Global Fixed Income, Global Equity Asset Finance, as well as close coordination with Domestic Retail, Global Investment Banking, the Company will aim to solidify a strong platform in providing solutions to meet the diversifying requirements of our customers.

 

In Global Investment Banking, the Company aims to promptly provide high value added solutions, such as Balance Sheet Operations enhancing shareholder value, M&A ideas on a global scale to Japanese corporations who are now in a position of excess cash, having experienced a recovery in earnings, after intensive restructurings.

 

In Global Merchant Banking, the Company will commit its own capital towards investment projects (invest towards companies) expanding its business. Through cross coordination between business lines, Nomura Group will undertake to increase the value of its investments with the aim to maximize its return.

 

In Asset Management, the Company continues to enhance performance by continuing to offer a variety of investment opportunities, and increasing assets under management, through maintaining a strong sales support system and delivering products which is best suited to customer requirements. On defined contribution pension plan business, in line with the anticipated regulations, through enhancing the offering of integrated services ranging from consulting for plan implementation and investment education to supply products, the Company aims to further broaden its customer base.

 

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, whilst expanding our client horizon and strengthen our earnings base, to enhance shareholder value.

 

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Basic concept of corporate governance, and the status of its implementation

 

(Basic concept of corporate governance)

 

The Company in conjunction with the domestic companies of the Nomura Group has adopted the Committee System since June 2003.

 

Under the Committee System, management oversight functions are separated from business operation functions and many of the powers to execute business activities are delegated to executive officers. The Company can make quicker management decisions on a consolidated basis. Under this corporate governance structure, the Company has maintained three committees: a Nomination Committee, an Audit Committee and a Compensation Committee, each of which has a majority of outside directors, aimed at strengthening management oversight and further improving transparency.

 

The Company has maintained “Code of Ethics of Nomura Group” concerning the basic principles of corporate governance and social responsibilities to guide all directors, officers and employees of the Nomura Group.

 

The Company has adopted procedures under which the Audit Committee shall discuss and approve proposals by the Chief Financial Officer regarding fees for the Company’s independent accountant and the type of services to be provided.

 

(The status of corporate governance policy implementation)

 

1) The status of corporate governance regarding management decision-making, implementation and oversight, etc. in administrative organization

 

(1) The Committee System or the Statutory Auditor System

 

As described above, the Company has adopted the Committee System since June 2003.

 

(2) Appointment of outside directors

 

Board of Directors of the Company is comprised of eleven directors including four outside directors as defined under the Commercial Code of Japan.

 

(3) Overview of the committees

 

(i) Nomination Committee

 

The Nomination Committee is authorized to determine the particulars of proposals concerning the election and dismissal of directors to be submitted to a general meeting of shareholders. This committee’s current members are Junichi Ujiie (Chairman of the Board), Masaharu Shibata (outside director) and Hideaki Kubori (outside director). Junichi Ujiie is the Chairman of this committee. The Nomination Committee met two times during the year ended March 31, 2005.

 

(ii) Audit Committee

 

The Audit Committee is authorized to audit the execution by directors and executive officers of their duties and determine the particulars of proposals concerning the election and dismissal of the independent auditor to be submitted to a general meeting of shareholders. This committee’s current members are Haruo Tsuji (outside director), Koji Tajika (outside director) and Fumihide Nomura (non-executive director). Haruo Tsuji is the Chairman of this committee. All of the members are independent under the standards set forth in the Sarbanes-Oxley Act and Koji Tajika satisfies the requirements of “audit committee financial expert” under the Sarbanes-Oxley Act. The Audit Committee met 22 times during the year ended March 31, 2005.

 

(iii) Compensation Committee

 

The Compensation Committee is authorized to determine the particulars of the compensation for each director and executive officer. This committee’s current members are Junichi Ujiie (Chairman of the Board), Masaharu Shibata (outside director) and Hideaki Kubori (outside director). Junichi Ujiie is the Chairman of this committee. The Nomination Committee met 4 times during the year ended March 31, 2005.

 

(4) Allocation of full-time staff for the outside directors

 

Secretariat and Office of Audit Committee assist directors, including the outside directors, in execution of their operations.

 

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(5) Framework for operational execution

 

Thirty-two executive officers determine the matters delegated by resolutions of the Board of Directors and execute the business of the Company. Important matters of those delegated to executive officers are determined by the Board of Executive Officers, the Executive Management Board or the Commitment Committee, each of which comprises the executive officers. The Board of Executive Officers composed of all thirty-two executive officers is authorized to determine the annual business plan and budget and the allocation of the management resources of the Nomura Group. The Executive Management Board consisting of ten executive officers including all representative executive officers is authorized to determine important matters concerning the management of the Nomura Group. The Commitment Committee is chaired by an executive officer appointed by the President & Chief Executive Officer and composed of six executive officers appointed by the chair of the Commitment Committee. The Commitment Committee is authorized to determine or discuss important matters regarding less liquid positions of the Nomura Group.

 

The Internal Controls Committee is authorized to determine basic matters concerning establishment of internal control and procedures relating to the business management structure of the Nomura Group. The Internal Controls Committee is consisted of four executive officers including the President & Chief Executive Officer and two non-executive directors, the Chairman of the Audit Committee and an Audit Mission Director.

 

(6) Internal control / Internal audit, audit by Audit Committee and financial audit

 

The Audit Committee is composed entirely of non-executive part-time directors and has central responsibilities for management audit functions under the Board of Directors. In order to facilitate audit functions, the following measures have been undertaken:

 

  1. Two non-executive but full-time directors (Audit Mission Directors) who are familiar with the business and organization of the Nomura Group, are assigned by the Board of Directors. They thus supplement the audit conducted by the Audit Committee, maintain the merits of the previous statutory audit system. The duty of an Audit Mission Director is to conduct operational supervision including daily inspections and investigations, such as attending important committee meetings.

 

  2. The Nomura Group has established an Internal Audit Division that is independent from other business and business support lines. The Head of Internal Audit supervises internal audit operations of the Company and its subsidiaries. The Internal Audit Division is directed by the Internal Controls Committee, members of which include a director belonging to the Audit Committee and an Audit Mission Director. Further, internal audit results are reported not only to the executive management but also to the Audit Committee and Audit Mission Directors.

 

LOGO

 

The Company appoints Ernst & Young ShinNihon as independent auditors. The Company strives to ensure proper account processing and transparent management for financial reporting under the review of the independent auditors. In addition, the Audit Committee hears the report and explanation from the independent auditors and examines the financial statements (including the consolidated financial statements) and supplementary schedules.

 

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(7) Risk Management Structure

 

The Company has an independent global risk management unit headquartered in Tokyo to support risk management which takes place at each level of Nomura’s business. The global risk management unit also monitors and manages market, credit, event and market liquidity risks with regard to Nomura’s trading and investment portfolios on a worldwide basis.

 

Nomura’s Executive Management Board is responsible for establishing global risk policies, and monitoring and managing the various risks that the Company faces in the business activities.

 

Nomura’s Board of Executive Officers and Executive Management Board also determine Nomura’s strategic direction and allocate resources and capital to each of Nomura’s businesses. The Executive Management Board reviews Nomura’s business plans, budgets and risk-adjusted performance to ensure proper diversification of risks and revenues. The Board of Executive Officers is made up of all of Nomura’s Executive Officers. The Executive Management Board is made up of Representative Executive Officers and some of Nomura’s Executive Officers appointed by Nomura’s Board of Directors. Nomura’s President and Chief Executive Officer is the Chairman of both of the organizations.

 

In addition to the above structure, the Commitment Committee was set up in order to control risks relating to the less liquid asset investments etc. Nomura’s Commitment Committee is made up of the Executive Officers assigned by the Chairman of the Committee, while such Chairman is appointed by the President and Chief Executive Officer.

 

Nomura’s global risk management headquartered in Tokyo provides risk information to the Executive Management Board and quantifies risk for each of Nomura’s businesses.

 

The Company has made a significant commitment to the development and continuous enhancement of an appropriate risk management system and procedures. This system enables the Company to produce various analyses of global-based exposure to counterparties under the unified obligor identification, as well as to calculate risk amounts, including Value-at-Risk amounts, based upon Nomura’s position and sensitivity data sets provided from Nomura’s regional risk management. The system, which senior management, global risk manager and regional risk managers access, integrates global market data, counterparty, position, exposure and other risk information worldwide. This enables the Company to achieve more efficient risk monitoring and more effective risk control.

 

2) Summary of personal, capital, dealing and other conflicts of interest between the Company, its outside directors and outside auditors

 

None

 

3) Implementation to expand company corporate governance in the recent year

 

The Company provides a forum for its outside directors where they discuss its corporate governance practices or procedures such as functions of the Board of Directors. Such forum was held three times during the year ended March 31, 2005.

 

For the purpose of disclosure of corporate information, the Disclosure Committee met eight times during the year ended March 31, 2005 to discuss matters relating to the annual securities report (yuka-shoken-hokokusho) and Form 20-F (annual report to be filed with the U.S. Securities and Exchange Commission). Also, the Disclosure Committee makes arrangements for documentation and evaluation of effectiveness of the Company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act that will apply to the Company from the year ended March 31, 2007.

 

Parent Company

 

None

 

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Unconsolidated Financial Information of Major Consolidated Entities

(UNAUDITED)

 

The unconsolidated financial information, prepared under Japanese GAAP, is presented for the following entities;

 

-Nomura Holdings, Inc. Financial Information (Parent Company Only)

 

-Nomura Securities Co., Ltd. Financial Information

 

* The amounts presented for March 31, 2005 are rounded whereas the amounts for March 31, 2004 are truncated.

 

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Financial Summary For the Year Ended March 31, 2005

 

Date:   April 28, 2005
Company name (code number):   Nomura Holdings, Inc. (8604)
    URL(http://www.nomura.com/jp)
Head office:   1-9-1, Nihonbashi, Chuo-ku, Tokyo 103-8011, Japan
Stock exchange listings:   (In Japan) Tokyo, Osaka, Nagoya
    (Overseas) New York, Amsterdam, Singapore
Representative:   Nobuyuki Koga
    President and Chief Executive Officer, Nomura Holdings, Inc.
For inquiries:   Shinji Iwai
    Managing Director, Investor Relations Department
    Nomura Group Headquarters, Nomura Securities Co., Ltd.
    Tel: (Country Code 81) 3-3211-1811
Number of shares in unit share system:   100 shares

 

(1) Operating Results   (in millions of yen except per share data and percentages)

 

     Operating
Revenue


   (Comparison)

    Operating
Income


   (Comparison)

    Ordinary
Income


   (Comparison)

 

Year Ended

March 31, 2005

   269,600    (99.2 )%   177,898    (351.0 )%   179,408    (354.8 )%

Year Ended

March 31, 2004

   135,341          39,446          39,448       

 

     Net
Profit


   (Comparison)

   

Net Profit

per share (Yen)


   Fully Diluted Net Profit
per share (Yen)


   Return on
Shareholders’
Equity


Year Ended

March 31, 2005

   148,113    (343.8 )%   76.26    76.21    10.4

Year Ended

March 31, 2004

   33,374          17.19    17.19    2.5

 

Average number of shares issued and outstanding during

   the year ended March 31, 2005:    1,942,315,257
     the year ended March 31, 2004:    1,940,871,819

 

(2) Dividend

 

     Annual Dividend Per Share

              

Year Ended:


        Interim

   Year-end

  

Total

Dividend


  

Payout

Ratio


  

Dividend/

Shareholders’
Equity


     Yen    Yen    Yen    (Millions of yen)    %    %

March 31, 2005

   20.00    10.00    10.00    38,845    26.2    2.6

March 31, 2004

   15.00    7.50    7.50    29,137    87.3    2.1

 

(3) Financial Position   (in millions of yen except per share data and percentages)

 

     Total Assets

   Shareholders’ Equity

   Shareholders’ Equity/
Total Liabilities and
Shareholders’ Equity (%)


  

Shareholders’
Equity

Per Share (Yen)


Year Ended March 31, 2005

   3,010,792    1,485,538    49.3    764.88

Year Ended March 31, 2004

   2,469,719    1,367,005    55.4    703.76

 

1. Number of shares issued and outstanding at

   March 31, 2005:   1,942,188,866
     March 31, 2004:   1,942,411,447

2. Number of treasury stock issued and outstanding at

   March 31, 2005:   23,730,994
     March 31, 2004:   23,508,413

 

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Nomura Holdings, Inc.

 

Unconsolidated Balance Sheet Information

 

(Unaudited)

 

(Millions of yen)

     March 31, 2005

    March 31, 2004

    Increase/(Decrease)

 
ASSETS                   

Current Assets

   1,185,775     792,874     392,901  
    

 

 

Cash and time deposits

   7,395     1,973     5,422  

Short-term loans receivable

   1,090,526     708,516     382,010  

Deferred tax assets

   4,581     1,957     2,623  

Other current assets

   83,275     80,428     2,847  

Allowance for doubtful accounts

   (2 )   (1 )   (1 )

Fixed Assets

   1,825,017     1,676,844     148,172  
    

 

 

Tangible fixed assets

   38,152     40,512     (2,360 )

Buildings

   14,535     14,406     129  

Furniture & fixtures

   14,778     17,266     (2,489 )

Land

   8,839     8,839     —    

Intangible assets

   65,916     68,861     (2,946 )

Software

   65,915     68,860     (2,946 )

Others

   1     0     —    

Investments and others

   1,720,949     1,567,470     153,478  

Investment securities

   191,217     170,928     20,289  

Investments in subsidiaries and affiliates (at cost)

   1,134,697     1,106,513     28,183  

Long-term loans receivable

   280,950     173,147     107,802  

Long-term guarantee deposits

   50,312     51,718     (1,406 )

Deferred tax assets

   46,998     41,313     5,684  

Other investments

   16,807     23,882     (7,075 )

Allowance for doubtful accounts

   (33 )   (34 )   2  
    

 

 

TOTAL ASSETS

   3,010,792     2,469,719     541,073  
    

 

 

 

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Table of Contents

(Millions of yen)

     March 31, 2005

    March 31, 2004

    Increase/(Decrease)

 
LIABILITIES                   

Current liabilities

   906,931     469,835     437,095  
    

 

 

Short-term borrowings

   745,500     276,000     469,500  

Bond with maturity of less than one year

   60,000     2,631     57,369  

Payables to customers and others

   75,780     107,838     (32,058 )

Accrued income taxes

   4,024     63,304     (59,281 )

Other current liabilities

   21,627     20,061     1,565  

Long-term liabilities

   618,323     632,878     (14,555 )
    

 

 

Bonds payable

   180,000     190,000     (10,000 )

Long-term borrowings

   436,000     439,500     (3,500 )

Other long-term liabilities

   2,323     3,378     (1,055 )
    

 

 

TOTAL LIABILITIES

   1,525,254     1,102,713     422,540  
    

 

 

SHAREHOLDERS’ EQUITY                   

Common stock

   182,800     182,799     —    

Capital reserves

   114,326     114,311     14  

Additional paid-in capital

   112,504     112,504     —    

Other capital reserves

   1,821     1,807     14  

Premium over acquisition cost of Treasury stock sold

   1,821     1,807     14  

Earned surplus

   1,169,430     1,055,308     114,121  

Earned surplus reserve

   81,858     81,858     —    

Voluntary reserve

   950,033     950,038     (5 )

Reserve for specified fixed assets

   33     38     (5 )

General reserve

   950,000     950,000     —    

Unappropriated retained earnings (accumulated deficit)

   137,538     23,412     114,126  

Net unrealized gain on investments

   50,603     45,859     4,744  

Treasury stock

   (31,620 )   (31,273 )   (346 )
    

 

 

TOTAL SHAREHOLDERS’ EQUITY

   1,485,538     1,367,005     118,532  
    

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   3,010,792     2,469,719     541,073  
    

 

 

 

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Table of Contents

Nomura Holdings, Inc.

 

Unconsolidated Income Statement Information

 

(Unaudited)

 

    

Fiscal Year Ended

March 31, 2005 (A)


   

Fiscal Year Ended

March 31, 2004 (B)


  

(Millions of yen)

Comparison

(A-B)/(B)


 

Operating revenue

   269,600     135,341    99.2 %
    

 
  

Property and equipment fee revenue

   55,787     63,006    (11.5 )

Rent revenue

   29,511     29,971    (1.5 )

Royalty on trademark

   14,880     6,998    112.6  

Dividend from subsidiaries and affiliated companies

   162,389     29,533    449.8  

Others

   7,032     5,831    20.6  

Operating expenses

   91,702     95,895    (4.4 )
    

 
  

Compensation and benefits

   1,687     1,650    2.2  

Rental and maintenance

   31,061     34,302    (9.4 )

Data processing and office supplies

   20,117     20,567    (2.2 )

Depreciation and amortization

   27,762     26,480    4.8  

Others

   5,926     8,417    (29.6 )

Interest expenses

   5,149     4,476    15.0  
    

 
  

Operating income

   177,898     39,446    351.0  
    

 
  

Non-operating income

   3,632     2,644    37.3  

Non-operating expenses

   2,122     2,642    (19.7 )
    

 
  

Ordinary income

   179,408     39,448    354.8  
    

 
  

Special profits

   10,218     5,773    77.0  

Special losses

   49,661     5,067    880.1  
    

 
  

Profit (loss) before income taxes

   139,965     40,155    248.6  
    

 
  

Income taxes - current

   3,455     1,859    85.8  
    

 
  

Income taxes - deferred

   (11,603 )   4,920    —    
    

 
  

Net profit (loss)

   148,113     33,374    343.8  
    

 
  

Unappropriated retained earnings brought forward

   8,849     4,606       
    

 
      

Interim dividend

   19,423     14,569       
    

 
      

Unappropriated retained earnings (accumulated deficit)

   137,538     23,412       
    

 
      

 

 

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Table of Contents

Appropriation of Unconsolidated Retained Earnings

 

    

Year ended

March 31, 2005
(Proposal)


  

(Millions of yen)

Year ended

March 31, 2004


Unappropriated retained earnings (accumulated deficit)

        137,538         23,412

Reversal of voluntary reserves

        4         5

Reversal of reserve for specified fixed assets

   4         5     
         
       

Total

        137,542         23,417
         
       

Appropriation:

                   

Cash dividends*

   19,422         14,568     

General reserve

   70,000         —       
         
       

Total

        89,422         14,568
         
       

Unappropriated retained earnings to be carried forward

        48,121         8,849
         
       

* 7.5 yen per share for the year ended March 31, 2004
   10 yen per share for the year ended March 31, 2005 (Proposal)
   The Company paid interim dividend of 14,569 million Yen (7.5 Yen per share) for the six month ended September 30, 2003, and paid interim dividend of 19,423 million Yen (10 Yen per share) for the six month ended September 30, 2004.

 

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Table of Contents

Notes to Financial Statements

 

The financial statements for the fiscal year ended March 31, 2005 were prepared under Japanese GAAP in accordance with “Regulations Concerning the Terminology, Forms and Preparation Methods of Financial Statements” (Ministry of Finance Ordinance No. 59, 1963).

 

Significant Accounting Policies

 

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 investments” in “shareholders’ equity” on the balance sheet.
    b. Securities with no market value    Recorded at cost using the moving average method or amortized cost.
(2) Stocks of subsidiaries and affiliates    Recorded at cost using the moving average method.

 

2. Depreciation and Amortization

 

(1) Depreciation of tangible fixed assets

 

Tangible fixed assets are depreciated primarily on the declining balance method. However buildings (except leasehold improvements) acquired after March 31, 1998 are depreciated on the straight-line method.

 

(2) Amortization of intangible assets, investments and others

 

Intangible assets, investments and others are amortized over their estimated useful lives primarily on the straight-line method.

 

3. Provisions

 

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.

 

4. Translation of 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 statement of income.

 

5. Leasing Transactions

 

Financing leases other than those for which the ownership of the leased property are deemed as transfers to the lessee are accounted for primarily as ordinary rental transactions.

 

6. Hedging Activities

 

Mark-to-market profits and losses on hedging instruments are deferred as assets or liabilities until the profits or losses on the underlying hedged securities are realized. Certain eligible foreign currencies denominated monetary items are translated at forward exchange rates and the difference is depreciated over the remaining period.

 

7. Accounting for Consumption Taxes

 

Consumption taxes are accounted for based on the tax exclusion method.

 

8. Application of Consolidated Tax Return System

 

The Company applies the consolidated tax return system.

 

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Table of Contents

Notes to Unconsolidated Balance Sheet Information

 

1. Financial Guarantees

 

     March 31, 2005

  

(Millions of yen)

 

March 31, 2004


Financial guarantees outstanding

   1,761,453    1,599,086

* 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. Accumulated Depreciation on Tangible Fixed Assets

 

     March 31, 2005

  

(Millions of yen)

 

March 31, 2004


     66,582    64,439

 

Notes to Unconsolidated Income Statement Information

 

1. “Property and equipment fee revenue” is revenue from the leasing of furniture and fixtures, and software to subsidiaries, including Nomura Securities Co., Ltd.

 

2. “Rent revenue” is revenue from the leasing of properties to subsidiaries, including Nomura Securities Co., Ltd.

 

3. “Royalty on trademark” is fee or patent revenue received on our trademark from Nomura Securities Co., Ltd.

 

4. “Others” includes fees from securities lending and interest received on loans mainly from Nomura Securities Co., Ltd.

 

5. Special profits and losses consist of the following:

 

(Millions of yen)

    

Year Ended

March 31, 2005


   Year Ended
March 31, 2004


Special profits

         

Gain on sales of investment securities

   10,022    5,095

Reversal of allowance for doubtful accounts

   —      678

Gain on redemption of warrants

   195    —  

Special losses

         

Loss on sales of investment securities

   68    1,926

Loss on devaluation of investment securities

   2,351    1,721

Loss on devaluation of investments in subsidiaries and affiliates

   47,242    1,419

 

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Table of Contents

Notes on Securities Held

 

Stocks of Subsidiaries and Affiliates with Market Values

 

(Millions of yen)

 

     March 31, 2005

   March 31, 2004

    

Book Value

(mil. Yen)


  

Market Value

(mil. Yen)


  

Difference

(mil. Yen)


  

Book Value

(mil. Yen)


   Market Value
(mil. Yen)


  

Difference

(mil. Yen)


Affiliates

   45,785    92,761    46,976    45,785    130,954    85,169

 

Notes on Other Information

 

Information on lease transactions will be disclosed on EDINET. Other notes to the financial information will be disclosed when those are available.

 

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Table of Contents

Financial Summary For the Year Ended March 31, 2005

 

Date:    April 28, 2005
Company name:    Nomura Securities Co., Ltd.
     (URL http://www.nomura.co.jp/)
Head office:    1-9-1, Nihonbashi, Chuo-ku, Tokyo 103-8011, Japan
Representative:    Nobuyuki Koga
     President, Nomura Securities Co., Ltd.
For inquiries:    Shinji Iwai
     Managing Director, Investor Relations Department
     Nomura Group Headquarters, Nomura Securities Co., Ltd.
     Tel: (Country Code 81) 3-3211-1811

 

Financial Highlights for the Year Ended March 31, 2005

 

(1) Operating Results   (Millions of yen except percentages)

 

     Operating
Revenue


   (Comparison)

    Net Operating
Revenue


   (Comparison)

    Operating
Income


   (Comparison)

 

Year Ended March 31, 2005

   571,830    (-4.5 )%   509,735    (-6.9 )%   175,085    (-20.3 )%

Year Ended March 31, 2004

   598,772          547,765          219,561       

 

     Ordinary
Income


   (Comparison)

    Net
Income


   (Comparison)

 

Year Ended March 31, 2005

   177,302    (-19.2 )%   103,509    (-15.2 )%

Year Ended March 31, 2004

   219,410          122,063       

 

(2) Financial Position   (Millions of yen except percentages)

 

     Total Assets

   Shareholder’s Equity

   Shareholder’s Equity/
Total Liabilities and
Shareholder’s Equity (%)


   Capital
Adequacy
Ratio (%)


March 31, 2005

   15,117,216    762,343    5.0    236.5

March 31, 2004

   15,628,170    754,504    4.8    230.2

 

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Table of Contents

Nomura Securities Co., Ltd.

 

Unconsolidated Balance Sheet Information

 

(Unaudited)

 

(Millions of yen)  
     March 31, 2005

    March 31, 2004

    Increase/(Decrease)

 

ASSETS

                  

Current Assets

   15,039,850     15,559,847     (519,998 )
    

 

 

Cash and time deposits

   204,913     300,111     (95,198 )

Deposits with exchanges and other segregated cash

   760     760     —    

Trading assets:

   8,173,289     8,777,900     (604,611 )

Trading securities

   7,916,470     7,851,049     65,420  

Derivative contracts

   256,819     926,850     (670,032 )

Net receivables arising from pre-settlement date trades

   358,985     —       358,985  

Margin account assets:

   252,854     301,425     (48,571 )

Loans to customers in margin transactions

   178,325     149,113     29,211  

Cash collateral to securities finance companies

   74,529     152,311     (77,783 )

Loans with securities as collateral:

   5,817,682     5,785,461     32,220  

Cash collateral for securities borrowed

   5,014,466     5,051,538     (37,072 )

Loans in gensaki transactions

   803,215     733,923     69,292  

Receivables from customers and others

   1,440     2,720     (1,281 )

Short-term guarantee deposits

   41,119     101,960     (60,841 )

Short-term loans receivable

   112,198     189,889     (77,692 )

Deferred tax assets

   44,398     26,235     18,162  

Other current assets

   32,244     73,736     (41,492 )

Allowance for doubtful accounts

   (31 )   (354 )   324  

Fixed Assets

   77,366     68,323     9,043  
    

 

 

Tangible fixed assets

   3,210     159     3,050  

Intangible assets

   12,462     1,542     10,920  

Investments and others

   61,695     66,621     (4,927 )

Investment securities

   195     45     150  

Deferred tax assets

   36,687     33,675     3,012  

Other investments

   25,580     33,634     (8,055 )

Allowance for doubtful accounts

   (767 )   (733 )   (33 )
    

 

 

TOTAL ASSETS

 

   15,117,216     15,628,170     (510,955 )
    

 

 

 

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Table of Contents
(Millions of yen)  
     March 31, 2005

   March 31, 2004

   Increase/(Decrease)

 

LIABILITIES

                

Current Liabilities

   13,837,984    14,389,341    (551,357 )
    
  
  

Trading liabilities:

   3,380,434    4,462,680    (1,082,246 )

Trading securities

   3,223,285    3,549,976    (326,692 )

Derivative contracts

   157,150    912,703    (755,554 )

Net payables arising from pre-settlement date trades

   —      421,117    (421,117 )

Margin account liabilities:

   35,379    29,153    6,226  

Borrowings from securities finance companies

   3,092    7,317    (4,226 )

Customer margin sale proceeds

   32,287    21,835    10,452  

Borrowings with securities as collateral:

   5,657,098    5,322,006    335,091  

Cash collateral for securities loaned

   3,163,099    3,229,044    (65,946 )

Borrowings in gensaki transactions

   2,493,999    2,092,962    401,037  

Payables to customers and others

   195,656    184,998    10,657  

Guarantee deposits received

   72,288    171,613    (99,325 )

Short-term borrowings

   4,121,067    3,260,750    860,317  

Commercial paper

   147,000    221,000    (74,000 )

Short-term bonds payable

   86,800    62,000    24,800  

Bond due within one year

   —      100,000    (100,000 )

Accrued income taxes

   14,459    24,620    (10,162 )

Accrued bonuses for employees

   14,700    15,200    (500 )

Other current liabilities

   113,103    114,201    (1,098 )

Long-term Liabilities

   514,888    483,066    31,822  
    
  
  

Bonds payable

   258,200    258,200    —    

Long-term borrowings

   190,000    160,000    30,000  

Reserve for retirement benefits

   52,452    48,685    3,766  

Other long-term liabilities

   14,237    16,180    (1,944 )

Statutory Reserves

   2,001    1,258    742  
    
  
  

Reserve for securities transactions

   2,001    1,258    742  
    
  
  

TOTAL LIABILITIES

   14,354,873    14,873,666    (518,793 )
    
  
  

SHAREHOLDER’S EQUITY

                

Common stock

   10,000    10,000    —    

Capital reserves

   529,579    529,578    —    

Additional paid-in capital

   529,579    529,578    —    

Earned surplus

   222,764    214,925    7,839  

Voluntary reserve

   63,000    63,000    —    

General Reserve

   63,000    63,000    —    

Unappropriated retained earnings

   159,764    151,925    7,839  
    
  
  

TOTAL SHAREHOLDER’S EQUITY

   762,343    754,504    7,839  
    
  
  

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

   15,117,216    15,628,170    (510,955 )
    
  
  

 

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Table of Contents

Nomura Securities Co., Ltd.

 

Unconsolidated Income Statement Information

 

(Unaudited)

 

(Millions of yen except percentages)

     Year Ended
March 31, 2005 (A)


    Year Ended to
March 31, 2004 (B)


    Comparison
(A-B)/(B)


 

Operating revenue

   571,830     598,772     (4.5 )
    

 

 

Commissions

   297,608     279,936     6.3  

Net gain on trading

   204,773     263,274     (22.2 )

Net gain on other inventories

   6     11     (48.4 )

Interest and dividend income

   69,442     55,550     25.0  

Interest expenses

   62,095     51,007     21.7  
    

 

 

Net operating revenue

   509,735     547,765     (6.9 )
    

 

 

Selling, general and administrative expenses

   334,650     328,203     2.0  
    

 

 

Transaction-related expenses

   67,223     57,982     15.9  

Compensation and benefits

   135,065     139,116     (2.9 )

Rental and maintenance

   43,625     43,108     1.2  

Data processing and office supplies

   77,689     78,939     (1.6 )

Others

   11,048     9,056     22.0  
    

 

 

Operating income

   175,085     219,561     (20.3 )
    

 

 

Non-operating income

   3,344     1,470     127.4  

Non-operating expenses

   1,127     1,621     (30.5 )
    

 

 

Ordinary income

   177,302     219,410     (19.2 )
    

 

 

Special profits

   287     —       —    

Special losses

   1,630     407     300.2  
    

 

 

Income before income taxes

   175,959     219,003     (19.7 )
    

 

 

Income taxes - current

   93,624     103,241     (9.3 )
    

 

 

Income taxes - deferred

   (21,174 )   (6,301 )   —    
    

 

 

Net income

   103,509     122,063     (15.2 )
    

 

 

Unappropriated retained earnings brought forward

   56,256     29,862        
    

 

     

Unappropriated retained earnings

 

   159,764     151,925        
    

 

     

 

49


Table of Contents

Notes to Financial Statements

 

The financial statements for the fiscal year ended March 31, 2005 were prepared in accordance with the “Cabinet Office Ordinance Regarding Securities Companies” (Prime Minister’s Office Ordinance and the Ministry of Finance Ordinance, No. 32, 1998) and the amended “Uniform Accounting Standards of Securities Companies” (Japan Securities Dealers Association, September, 2001) based on “Regulations Concerning the Terminology, Forms and Preparation Methods of Financial Statements” (Ministry of Finance Ordinance No. 59, 1963), collectively Japanese GAAP.

 

Significant Accounting Policies

 

1. Basis and Methods of Valuation for Financial Instruments

 

(1) For trading purposes

 

Securities, derivative contracts, and other financial instruments classified as trading assets and liabilities are accounted for at fair value based on the mark-to-market method.

 

(2) For non-trading purposes

 

Securities with no market value are recorded at cost using the moving average method.

 

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.

 

(2) Amortization of intangible assets

 

Intangible assets are amortized primarily over their estimated useful lives on the straight-line method.

 

3. Translation of 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 statement of income.

 

4. Provisions

 

(1) Allowance for doubtful accounts

 

To provide for loan losses, Nomura Securities Co., Ltd. (Nomura Securities) made provisions for doubtful accounts based on an estimate of the uncollectable amount calculated using historical loss ratios or a reasonable estimate based on financial condition of individual borrowers.

 

(2) Accrued bonuses

 

To provide for employee bonus payments, an estimated accrual is recorded in accordance with the prescribed calculation method.

 

(3) Reserve for retirement benefits

 

To provide for the payment of lump-sum retirement benefits and funding the qualified retirement pension plan in the future, the estimated future obligations less the fair value of current pension assets is recorded as a reserve for employee retirement benefits.

 

5. Leasing Transactions

 

Lease contracts for which the title of the leased property has not been transferred are accounted for as operating lease transactions.

 

50


Table of Contents

6. Hedging Activities

 

Mark-to-market profits and losses on hedging instruments are deferred as assets or liabilities until the profits or losses on the underlying hedged securities are realized.

 

7. Accounting for Consumption Taxes

 

Consumption taxes are accounted for based on the tax exclusion method.

 

8. Application of Consolidated Tax Return System

 

Nomura Securities applies consolidated tax return system.

 

9. Netting Derivative Transactions

 

The amount of swap transactions with counterparties who have concluded a legally effective master netting agreement are presented on netted basis. The netted amount is 743,283 million Yen. Derivative transactions of both assets and liabilities have decreased by the same amount.

 

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Table of Contents

Notes to Balance Sheet Information

 

1. Financial Guarantees

 

     March 31, 2005

  

(Millions of yen)

March 31, 2004


Financial guarantees outstanding

   1,364,956    1,033,386

* 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. Accumulated Depreciation on Tangible Fixed Assets

 

     March 31, 2005

  

(Millions of yen)

March 31, 2004


     800    360
           

 

3. Subordinated Borrowigs, Bonds, and Notes

 

     March 31, 2005

  

(Millions of yen)

March 31, 2004


Short-term borrowings

   70,000    —  

Long-term borrowings

   190,000    160,000

Bonds payable

   60,000    60,000

 

Notes to Income Statement Information

 

1. Breakdown of Special Profits

 

    

Year Ended

March 31, 2005


  

(Millions of yen)

Year Ended March
31, 2004


Special profits

         

Reversal of allowance for doubtful accounts

   287    —  

 

2. Breakdown of Special Losses

 

    

Year Ended

March 31, 2005


  

(Millions of yen)

Year Ended March
31, 2004


Special losses

         

Reserve for securities transactions

   742    407

Loss on devaluation of fixed assets

   888    —  

 

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Table of Contents

Nomura Securities Co., Ltd. Quarter Income Statement Information

 

(Millions of yen)

    

For the

Quarter

from

April 1,

2004 to

June 30,

2004


  

For the
Quarter from

July 1,

2004 to

September 30,

2004


   

For the

Quarter

from

October 1,

2004 to

December 31,

2004


  

For the

Quarter

from

January 1,

2005 to

March 31,

2005


   

For the

Year

from

April 1,

2004 to

March 31,
2005


 

Operating revenue

   162,977    128,554     133,357    146,941     571,830  
    
  

 
  

 

Commissions

   82,401    72,344     63,048    79,815     297,608  

Net gain on trading

   62,286    35,999     53,019    53,471     204,773  

Net gain on other inventories

   1    1     2    3     6  

Interest and dividend income

   18,289    20,211     17,289    13,653     69,442  

Interest expenses

   21,057    10,791     16,629    13,618     62,095  
    
  

 
  

 

Net operating revenue

   141,920    117,763     116,728    133,323     509,735  
    
  

 
  

 

Selling, general and administrative expenses

   80,723    84,008     80,900    89,019     334,650  
    
  

 
  

 

Transaction-related expenses

   15,084    18,015     14,922    19,201     67,223  

Compensation and benefits

   35,249    32,974     33,354    33,489     135,065  

Rental and maintenance

   10,407    10,822     10,930    11,465     43,625  

Data processing and office supplies

   17,853    19,459     19,380    20,997     77,689  

Other

   2,130    2,738     2,314    3,867     11,048  
    
  

 
  

 

Operating income

   61,198    33,756     35,828    44,304     175,085  
    
  

 
  

 

Non-operating income

   1,647    389     361    947     3,344  

Non-operating expenses

   256    424     191    256     1,127  
    
  

 
  

 

Ordinary income

   62,588    33,721     35,998    44,995     177,302  
    
  

 
  

 

Special profits

   130    163     20    (26 )   287  

Special losses

   —      1,087     272    271     1,630  
    
  

 
  

 

Income before income taxes

   62,719    32,797     35,746    44,698     175,959  
    
  

 
  

 

Income taxes - current

   20,143    16,084     8,732    48,665     93,624  
    
  

 
  

 

Income taxes - deferred

   7,537    (3,331 )   5,750    (31,129 )   (21,174 )
    
  

 
  

 

Net income

   35,039    20,043     21,265    27,162     103,509  
    
  

 
  

 

 

 

53


Table of Contents

Supplementary Information

 

1. Commission Revenues

  (Millions of yen except percentages)

 

(1) Breakdown by Category

 

     Year Ended
March 31, 2005 (A)


   Year Ended
March 31, 2004 (B)


  

Comparison

(A-B)/(B)(%)


 

Brokerage commissions

   133,076    129,377    2.9 %
    
  
  

Stocks

   123,339    118,033    4.5  

Underwriting commissions

   40,399    41,300    (2.2 )
    
  
  

Stocks

   35,973    36,752    (2.1 )

Bonds

   4,425    4,547    (2.7 )

Distribution commissions

   49,131    43,668    12.5  
    
  
  

Investment trust certificates

   41,453    37,169    11.5  

Other commissions

   75,001    65,589    14.3  
    
  
  

Investment trust certificates

   29,821    24,202    23.2  
    
  
  

Total

   297,608    279,936    6.3  
    
  
  

(2) Breakdown by Product

 

                
    

Year Ended

March 31, 2005 (A)


  

Year Ended

March 31, 2004 (B)


  

Comparison

(A-B)/(B)(%)


 

Stocks

   162,954    158,206    3.0 %

Bonds

   18,679    21,401    (12.7 )

Investment trust certificates

   80,191    71,636    11.9  

Others

   35,784    28,691    24.7  
    
  
  

Total

   297,608    279,936    6.3  
    
  
  

 

2. Net Gain/Loss on Trading

 

(Millions of yen except percentages)

     Year Ended
March 31, 2005 (A)


   Year Ended
March 31, 2004 (B)


  

Comparison

(A-B)/(B)(%)


 

Stocks

   70,337    80,757    (12.9 )%

Bonds and forex

   134,436    182,517    (26.3 )
    
  
  

Total

   204,773    263,274    (22.2 )
    
  
  

 

 

54


Table of Contents

3. Stock Trading (excluding futures transaction)

 

(Millions of shares or yen except per share data and percentages)

    

Year Ended

March 31, 2005 (A)


   

Year Ended

March 31, 2004 (B)


   

Comparison

(A-B)/(B)(%)


 
     Number of
shares


    Amount

    Number of
shares


    Amount

    Number of
shares


    Amount

 

Total

   61,049     57,892,981     62,667     52,236,699     -2.6 %   10.8 %
    

 

 

 

 

 

(Brokerage)

   42,571     37,600,648     44,469     33,801,841     -4.3     11.2  

(Proprietary Trading)

   18,478     20,292,333     18,198     18,434,857     1.5     10.1  
    

 

 

 

 

 

Brokerage / Total

   69.7 %   64.9 %   71.0 %   64.7 %            
    

 

 

 

           

TSE Share

   6.1 %   6.8 %   6.7 %   7.1 %            
    

 

 

 

           

Brokerage Commission per share (yen)

   2.88     2.62              

 

4. Underwriting, Subscription, and Distribution

 

(Millions of shares or yen except percentages)

     Year Ended
March 31, 2005 (A)


  

Year Ended

March 31, 2004 (B)


  

Comparison

(A-B)/(B)(%)


 

Underwriting

                

Stocks (number of shares)

   374    652    -42.7 %

  (yen amount)

   915,220    775,448    18.0  

Bonds (face value)

   9,249,792    7,388,910    25.2  

Investment trust certificates (yen amount)

   —      —      —    

Commercial paper and others (face value)

   469,800    504,200    -6.8  

Subscripition and Distribution*

                

Stock (number of shares)

   868    1,014    -14.5  

(yen amount)

   1,032,890    865,546    19.3  

Bond (face value)

   2,415,724    2,185,971    10.5  

Investment trust certificates (yen amount)

   14,155,124    13,661,810    3.6  

Commercial paper and others (face value)

   466,600    504,200    -7.5  

* Includes secondary offering and private placement.

 

5. Capital Adequacy Ratio

 

(Millions of yen except percentages)

               March 31, 2005

    March 31, 2004

 

Tier I

        (A)    666,673     658,834  

Tier II

  

Statutory reserves

        2,000     1,258  
    

Allowance for doubtful accounts

        30     354  
    

Subordinated debt

        319,500     219,400  
              

 

    

Total

   (B)    321,531     221,013  
              

 

Illiquid Asset

        (C)    156,371     82,343  
              

 

Net Capital (A)+(B)-(C)=

        (D)    831,833     797,504  
              

 

    

Market risk

        125,301     136,981  

Risk

  

Counterparty risk

        133,042     114,652  
    

Basic risk

        93,334     94,702  
              

 

    

Total

   (E)    351,678     346,336  
              

 

Capital Adequacy Ratio

        (D)/(E)    236.5 %   230.2 %
              

 

 

55


Table of Contents

NOMURA HOLDINGS, INC.

 

 

Tokyo, April 28, 2005

 

 

Nomura Announces Target Dividend Amounts for Fiscal Year ending March 31, 2006

 

Nomura Holdings, Inc. (“The Company”) today announced that it has increased its target dividend amounts for the fiscal year ending March 31, 2006 by 4 yen annually from target dividend amounts for the fiscal year ended March 31, 2005. The payment and the amount of the dividends shall be determined by resolution of the Company’s Board of Directors.

 

Target Dividend Amounts

 

    

Fiscal year ending March 31, 2006 (April 1, 2005  —  March 31, 2006)


Interim Dividend

   12 yen per share

Year-end Dividend

   12 yen per share

Total

   24 yen per share

 

Notes:-

(1) All dividends are ordinary dividends.
(2) The payment and the amount of the interim dividend shall be determined by a resolution of the Company’s Board of Directors expected to be held in October 2005 and the payment and the amount of the year-end dividend shall be determined by a resolution of the Company’s Board of Directors expected to be held in May 2006.

 

 


Table of Contents

(Reference information)

 

1. Dividend Policy

 

When determining the amount of any cash dividend, the Company will first consider the maintenance of capital sufficient to capture business opportunities as they may develop. The Company will then decide the target dividend amounts, taking into account the firm’s dividend-on-equity ratio (DOE). Lastly, when the Company achieves a sufficient level of profit, it will decide the amount of the cash dividend taking into consideration the pay-out ratio. As for retained profits, the Company intends to invest in business areas where high profitability and growth may reasonably be expected, including development and expansion of infrastructure, to maximize value for shareholders.

 

2. Historical Dividends

 

Fiscal year ended March 31, 2004

 

     Interim Dividend

   Year-end Dividend

   Annual Dividend

Dividend Amounts

   7.50 yen    7.50 yen    15.00 yen

 

Fiscal year ended March 31, 2005

 

     Interim Dividend

   Year-end Dividend

   Annual Dividend

Target Dividend Amounts

   10.00 yen    10.00 yen    20.00 yen

Dividend Amounts

   10.00 yen    10.00 yen (E)    20.00 yen (E)

 

Notes:-

(1) All dividends are ordinary dividends.
(2) The payment and the amount of the year-end dividend for the fiscal year ended March 31, 2005 shall be determined by a resolution of the Company’s Board of Directors expected to be held in May 2005.
(3) The Company began announcing target dividend amounts in the fiscal year ended March 31, 2005.

 

 


   Ends   

 

For further information please contact:

 

Name    Company    Telephone

Masafumi Yoshino

Shuji Sato

Mitch Hayes

Larry Heiman

  

Nomura Securities Co., Ltd

Corporate Communications Dept.,

Nomura Group Headquarters

   81-3-3278-0591

 

Notes to editors:

 

The Nomura Group

 

Nomura is a global financial services group dedicated to providing a broad range of financial services for individual, institutional, corporate and government clients. The Group offers a diverse line of competitive products and value-added financial and advisory solutions through its global headquarters in Tokyo, 133 branches in Japan, and an international network in 28 countries; with regional headquarters in Hong Kong, London, and New York. The Group’s business activities include investment consultation and brokerage services for retail investors in Japan, and, on a global basis, brokerage services, securities underwriting, investment banking advisory services, merchant banking, and asset management. For further information about Nomura please visit our website at www.nomura.com.