Edgar Filing: NOMURA HOLDINGS INC

Form 6-K/A

FORM 6-K/A

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

For the month of May 2014

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):

Information furnished on this form:

EXHIBIT


Exhibit Number

1.		Financial Summary – Year ended March 31, 2014 (Amended)

The registrant hereby incorporates Exhibit 1 to this report on Form 6-K/A by reference in the prospectus that is part of Registration Statement on Form F-3 (Registration No. 333-191250) of the registrant and Nomura America Finance, LLC, filed with the Securities and Exchange Commission on September 19, 2013.

EXPLANATORY NOTE: The registrant furnished with the Securities and Exchange Commission (the “SEC”) a report on Form 6-K on April 30, 2014. The registrant is furnishing this Form 6-K/A in order to replace Exhibit 1 “Financial Summary – Year ended March 31, 2014” furnished on Form 6-K on April 30, 2014 with Exhibit 1 to this report.

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: May 16, 2014	By:	/s/ Hajime Ikeda
		Hajime Ikeda
		Managing Director

Financial Summary For the Year Ended March 31, 2014 (U.S. GAAP)


Date:		April 30, 2014
Company name (code number):		Nomura Holdings, Inc. (8604)
Stock exchange listings:		(In Japan) Tokyo, Nagoya
		(Overseas) New York, Singapore
Representative:		Koji Nagai
		Group CEO, Nomura Holdings, Inc.
For inquiries:		Masahide Hoshino
		Managing Director, Investor Relations Department, Nomura Holdings, Inc.
		Tel: (Country Code 81) 3-5255-1000
		URL: http://www.nomura.com

1. Consolidated Operating Results

(1) Operating Results


	(Rounded to nearest million)

	For the year ended March 31
	2013						2014
	(Millions of yen, except per share data)
				% Change from March 31, 2012						% Change from March 31, 2013
Total revenue		2,079,943			12.3	%		1,831,844			(11.9	%)
Net revenue		1,813,631			18.1	%		1,557,070			(14.1	%)
Income before income taxes		237,730			179.8	%		361,614			52.1	%
Net income attributable to Nomura Holdings, Inc. (“NHI”) shareholders		107,234			825.8	%		213,591			99.2	%
Comprehensive income		198,320			—	%		296,497			49.5	%
Basic-Net income attributable to NHI shareholders per share (Yen)		29.04						57.57
Diluted-Net income attributable to NHI shareholders per share (Yen)		28.37						55.81
Return on shareholders’ equity		4.9	%					8.9	%
Income before income taxes to total assets		0.6	%					0.9	%
Income before income taxes divided by total revenue		11.4	%					19.7	%
Equity in earnings of affiliates		18,597						37,806

Note: Return on shareholders’ equity is a ratio of Net income attributable to NHI shareholders to Total NHI shareholders’ equity.

(2) Financial Position


	At March 31
	2013			2014
	(Millions of yen, except per share data)
Total assets		37,942,439			43,520,314
Total equity		2,318,983			2,553,213
Total NHI shareholders’ equity		2,294,371			2,513,680
Total NHI shareholders’ equity as a percentage of total assets		6.0	%		5.8	%
Total NHI shareholders’ equity per share (Yen)		618.27			676.15

(3) Cash Flows


	For the year ended March 31
	2013			2014
	(Millions of yen)
Net cash provided by operating activities		549,501			457,426
Net cash (used in) investing activities		(160,486	)		(103,195	)
Net cash provided by (used in) financing activities		(701,623	)		289,385
Cash and cash equivalents at end of the year		805,087			1,489,792

2. Cash Dividends


	For the year ended March 31
	2013			2014
	(Yen amounts, except total annual dividends)
Dividends per share
Dividends record dates
At June 30		—			—
At September 30		2.00			8.00
At December 31		—			—
At March 31		6.00			9.00
For the year		8.00			17.00
Total annual dividends (Millions of yen)		29,681			63,131
Consolidated payout ratio		27.5	%		29.5	%
Consolidated dividends as a percentage of shareholders’ equity per share		1.3	%		2.6	%

3. Earnings Forecasts for the year ending March 31, 2015

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

Notes

(1) Changes in significant subsidiaries during the period: Yes

(Changes in Specified Subsidiaries accompanying changes in scope of consolidation.)

Number of consolidation Exclusion 1 (Nomura Principal Investment plc)

(2) Changes in accounting policies

Changes in accounting policies due to amendments to the accounting standards: None

Changes in accounting policies due to other than a): None

(3) Number of shares issued (common stock)


	At March 31
	2013		2014
Number of shares outstanding (including treasury stock)		3,822,562,601		3,822,562,601
Number of treasury stock		111,602,349		104,932,139

	For the year ended March 31
	2013		2014
Average number of shares outstanding		3,692,795,953		3,709,830,989

Parent Company Only Operating Results (Japanese GAAP)

(1) Operating Results


	For the year ended March 31
	2013					2014
	(Millions of yen, except per share data)
			% Change from March 31, 2012					% Change from March 31, 2013
Operating revenue		278,523		3.0	%		399,318		43.4	%
Operating income		76,215		40.2	%		185,149		142.9	%
Ordinary income		67,577		28.7	%		185,224		174.1	%
Net income		42,210		28.4	%		107,858		155.5	%

Net profit per share (Yen)		11.42					29.06
Fully diluted net profit per share (Yen)		11.16					28.18

(2) Financial Position


	At March 31
	2013			2014
	(Millions of yen, except per share data)
Total assets		5,775,850			6,190,114
Total net assets		1,875,723			1,918,276
Total net assets as a percentage of total assets		31.7	%		30.3	%

Total net assets per share (Yen)		492.88			504.02
Shareholders’ equity		1,830,633			1,874,330

*Audit procedure

The audit on the consolidated financial statements for this fiscal year has not been completed by the external auditors at the point of disclosing this financial summary. As a result of such audit, certain of the information set forth herein could be subject to revision, possibly material, in Nomura’s Form 20-F for the year ended March 31, 2014.

Table of Contents for the Accompanying Materials


1. Consolidated Operating Results			P.2

(1) Analysis of Consolidated Operating Results			P.2
(2) Analysis of Consolidated Financial Position			P.5

2. Corporate Goals and Principles			P.5

(1) Fundamental Management Policy			P.5
(2) Structure of Business Operations			P.5
(3) Management Challenges and Strategies			P.5

3. Consolidated Financial Statements			P.7

(1) Consolidated Balance Sheets			P.8
(2) Consolidated Statements of Income			P.10
(3) Consolidated Statements of Comprehensive Income			P.11
(4) Consolidated Statements of Changes in Equity			P.12
(5) Consolidated Statements of Cash Flows			P.13
(6) Note with respect to the Assumption as a Going Concern			P.14
(7) Notes to the Consolidated Financial Statements			P.15
(8) Other Financial Information			P.17

4. Unconsolidated Financial Statements [Japanese GAAP]			P.19

(1) Unconsolidated Balance Sheets			P.19
(2) Unconsolidated Statements of Income			P.19
(3) Note with respect to the Assumption as a Going Concern			P.19

5. Other Information			P.19

1.	Consolidated Operating Results

(1)

Analysis of Consolidated Operating Results

Operating Results

U.S. GAAP


	Billions of yen						% Change
	For the year ended						(B-A)/(A)
	March 31, 2013 (A)			March 31, 2014 (B)			(B-A)/(A)
Net revenue		1,813.6			1,557.1			(14.1	)
Non-interest expenses		1,575.9			1,195.5			(24.1	)

Income (loss) before income taxes		237.7			361.6			52.1
Income tax expense		132.0			145.2			9.9

Net income (loss)		105.7			216.4			104.8

Less: Net income (loss) attributable to noncontrolling interests		(1.5	)		2.9			—

Net income (loss) attributable to NHI shareholders		107.2			213.6			99.2

Return on shareholders’ equity*		4.9	%		8.9	%		—

*	Return on shareholders’ equity is a ratio of Net income (loss) attributable to NHI shareholders to Total NHI shareholders’ equity.

Nomura Holdings, Inc. and its consolidated entities (“Nomura”) reported net revenue of 1,557.1 billion yen for the fiscal year ended March 31, 2014, a decrease of 14.1% from the previous year. Non-interest expenses decreased by 24.1% from the previous year to 1,195.5 billion yen. Income before income taxes was 361.6 billion yen and Net income attributable to NHI shareholders was 213.6 billion yen for the fiscal year ended March 31, 2014.

Segment Information


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2013 (A)		March 31, 2014 (B)		(B-A)/(A)
Net revenue		1,775.9		1,546.3		(12.9	)
Non-interest expenses		1,575.9		1,195.5		(24.1	)

Income (loss) before income taxes		200.0		350.9		75.4

In business segment totals, which exclude unrealized gain (loss) on investments in equity securities held for operating purposes, net revenue for the fiscal year ended March 31, 2014 was 1,546.3 billion yen, a decrease of 12.9% from the previous year. Non-interest expenses decreased by 24.1% from the previous year to 1,195.5 billion yen. Income before income taxes was 350.9 billion yen for the fiscal year ended March 31, 2014. Please refer to page 15 for further details of the differences between U.S. GAAP and business segment amounts.

<Business Segment Results>

Operating Results of Retail


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2013 (A)		March 31, 2014 (B)		(B-A)/(A)
Net revenue		397.9		511.9		28.6
Non-interest expenses		297.3		319.9		7.6

Income (loss) before income taxes		100.6		192.0		90.8

Net revenue increased by 28.6% from the previous year to 511.9 billion yen, primarily due to increasing commissions from distribution of brokerage. Non-interest expense increased by 7.6% to 319.9 billion yen. As a result, income before income taxes increased by 90.8% to 192.0 billion yen.

Operating Results of Asset Management


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2013 (A)		March 31, 2014 (B)		(B-A)/(A)
Net revenue		68.9		80.5		16.7
Non-interest expenses		47.8		53.4		11.7

Income (loss) before income taxes		21.2		27.1		28.1

Net revenue increased by 16.7% from the previous year to 80.5 billion yen. Non-interest expense increased by 11.7% to 53.4 billion yen. As a result, income before income taxes increased by 28.1% to 27.1 billion yen. Assets under management were 30.8 trillion yen as of March 31, 2014.

Operating Results of Wholesale


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2013 (A)		March 31, 2014 (B)		(B-A)/(A)
Net revenue		644.9		765.1		18.6
Non-interest expenses		573.2		653.3		14.0

Income (loss) before income taxes		71.7		111.8		56.0

Net revenue increased by 18.6% from the previous year to 765.1 billion yen, primarily due to increase in net gain on trading. Non-interest expense increased by 14.0% to 653.3 billion yen. As a result, income before income taxes increased by 56.0% to 111.8 billion yen.

Other Operating Results


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2013 (A)		March 31, 2014 (B)		(B-A)/(A)
Net revenue		664.2		188.8		(71.6	)
Non-interest expenses		657.6		168.9		(74.3	)

Income (loss) before income taxes		6.6		20.0		203.1

Net revenue was 188.8 billion yen and income before income taxes was 20.0 billion yen.

(2)

Analysis of Consolidated Financial Position

Total assets as of March 31, 2014, were 43.5 trillion yen, an increase of 5.6 trillion yen compared to March 31, 2013, mainly due to the increase in Securities borrowed. Total liabilities as of March 31, 2014 were 41.0 trillion yen, an increase of 5.3 trillion yen compared to March 31, 2013, mainly due to the increase in Trading liabilities. Total equity as of March 31, 2014 was 2.6 trillion yen, an increase of 234.2 billion yen compared to March 31, 2013.

Cash and cash equivalents as of March 31, 2014, increased by 684.7 billion yen compared to March 31, 2013. Cash flows from operating activities for the year ended March 31, 2014 were inflows of 457.4 billion yen due mainly to the increase in Trading liabilities. Cash flows from investing activities for the year ended March 31, 2014 were outflows of 103.2 billion yen due mainly to the increase in Non-trading debt securities. Cash flows from financing activities for the year ended March 31, 2014 were inflows of 289.4 billion yen due primarily to an increase in Borrowings.

2.	Corporate Goals and Principles

(1)

Fundamental Management Policy

Nomura Group’s management vision is to enhance its corporate value by deepening society’s trust in the firm and increasing satisfaction of stakeholders, including that of shareholders and clients.

As “Asia’s global investment bank”, Nomura will provide high value-added solutions to clients globally, and recognizing its wider social responsibility, Nomura will continue to contribute to the economic growth and development of society.

To enhance its corporate value, Nomura places significance on earnings per share (“EPS”) and will seek to maintain sustained improvement of the management target.

(2)

Structure of Business Operations

Nomura Group’s business execution is to focus on business divisions, which are linked globally, rather than individual legal entities, under unified strategy. Nomura Group’s operations are comprised of Retail, Asset Management, and Wholesale. Nomura Group shall delegate its powers to each of these business divisions to an appropriate extent and establish its business execution structure by enhancing the professional skills of each of these business divisions, while strengthening linkages among these business divisions and fully demonstrating Nomura Group’s comprehensive capabilities.

(3)

Management Challenges and Strategies

In order to achieve our management objective, we are placing top priority on ensuring that profits are recorded by all business segments in all regions. This fiscal year, we made advancement on “narrowing and deepening” our business, and completed the cost reduction measure of a total of 1 billion dollars. We will continue our effort to increase profitability of our overseas operations and to exert the comprehensive strength of our Group.

As Asia’s global investment bank, we will continue to take appropriate measures toward tightening financial regulations globally. Starting from the end of March 2013, Basel III (the capital requirement regulations for financial institutions) has been phasing in and Nomura is now subject to these regulations. Liquidity regulations are also starting to be introduced as a part of new rules, and debates are ongoing, and Nomura needs to closely watch the impact of the regulation on the market. Furthermore, new rules for derivatives and other financial transactions are put in place in various countries, and as a global financial institution, Nomura needs to take necessary measures in responding to regulations on cross-border trading.

In the west, as well as the regulation on limiting scope of banking business which is being scheduled, increasing activities are taking place toward introducing additional regulations for large financial institutions. Especially in Europe, discussions continue to take place over introducing bank transaction tax and big progress is seen over directive on bank resolution scheme and banking unions. These regulatory tightening actions affect the trading markets of equities, bonds and their derivative products as well as the conditions of competition among financial institutions. Therefore, Nomura will take necessary measures in carefully responding to these changes.

Challenges and strategies in each division are as follows:

[Retail Division]

In our Retail Division in Japan, we focus on expanding and improving our service line-up offered through our sales channels including business offices, internet and call centers, aiming to meet and solve the individual needs and worries of each client. We seek to enhance our consulting-based sales and deliver top-quality services tailored to particular life plan or life stage of each client, so that the Nomura Group can remain a trusted partner to our clients.

[Asset Management Division]

In our investment trust business, we will provide clients with a diverse range of investment opportunities to meet investors’ various demands. In our investment advisory business, we will provide value-added investment services to our institutional clients on a global basis. We intend to increase assets under management and expand our client base for these two core businesses. As a distinctive investment manager based in Asia with the ability to provide a broad range of products and services, we aim to gain the strong trust of investors worldwide by making continuous efforts to improve investment performance.

[Wholesale Division]

Our Wholesale Division comprises Global Markets which offers sales and trading of global securities and structuring, and Investment Banking which offers capital raising and advisory services.

Global Markets has been focusing on delivering differentiated products and solutions to our clients by leveraging Nomura Group’s capabilities in trading, research, structuring, and global distribution. We aim to combine the capabilities among Fixed Income and Equities to further enhance comprehensive services and solutions to our clients.

In Investment Banking, we continue to enhance our global structure to further provide cross-border M&A and financing services both in domestic and overseas markets as well as to provide solution business services associated with the said M&A and financing, while the globalization of the business activities of our clients develops.

In order to provide quality services to meet the needs of our client, the importance of cooperation across business areas and regions is rapidly increasing. We will focus on Asia as a strategic region, with expectations of its medium- to long-term economic growth, where Nomura has regional competitive edge, aiming to engage in comprehensive initiatives.

We will further enhance initiatives aimed at cross-business and cross-regional cooperation. We aim to enhance our presence as a global financial services group by enhancing regional integration between Japan and the rest of Asia and enhancing the coordination of business between Asia and Europe, Americas and the rest of the world.

In implementing the initiatives outlined above, while also helping to strengthen the global financial and capital markets, we aim to bring together the collective strengths of our domestic and international operations to realize our management objectives and to maximize corporate value by enhancing profitability across our businesses in group.

[Risk Management and Compliance, etc.]

Amid the expansion of global business, we must continue to enhance our risk management system and increase its efficiency in order to ensure financial soundness and enhanced corporate value. We will continue to develop a system where senior management directly engage in a proactive risk management approach for precise decision making.

As our business becomes increasingly international and diverse, we recognize the growing importance of compliance. We will continue to focus on improving the management structure to comply with local laws and regulations in the countries that we operate. In addition, we will continuously review and improve our existing overall compliance system and rules with initiatives towards promoting an environment of high ethical standards among all of our executive management and employees. In this way, we will meet the expectations of society and clients toward the Nomura Group and contribute to the further development of the financial and capital markets.

The improvement measures announced in June 29, 2012, regarding the recommendations of administrative penalties imposed on our subsidiary, Nomura Securities Co. Ltd. in 2012 in connection with public stock offerings, have been fully implemented. By thoroughly implementing the improvement measures and making them function effectively, we aim to prevent recurrence and to regain trust; we will further enhance and reinforce our internal control system, with each and every one of our executive officers and employees having ethics as a professional engaged in the capital market.

We have been reinforcing our Internal Audit system aiming to ensure effectiveness of our highly developed risk management and efficacy of our governance. We will continue to strengthen efficiency of our internal governance system by reinforcing and ensuring the independence of our Internal Audit from the executive side, and to promote proper corporate activities.

3.	Consolidated Financial Statements

The consolidated financial information herein has been prepared in accordance with Nomura’s accounting policies which are disclosed in the notes to the consolidated financial statements of Nomura Holdings, Inc.’s Annual Securities Report (the annual report filed in Japan on June 27, 2013) and Form 20-F (the annual report filed with the U.S. Securities and Exchange Commission on June 27, 2013) for the year ended March 31, 2013.

On December 19, 2013, Ashikaga Holdings Co., Ltd. (“Ashikaga Holdings”) was listed in the First Section of the Tokyo Stock Exchange. Nomura’s investment in Ashikaga Holdings has historically been primarily reported within Trading assets and private equity investments – Private equity investments. However, following the listing, the investment is now reported within Other assets – Other in the consolidated balance sheets. Nomura carries this investment at fair value through election of the fair value option. The majority of gains and losses associated with this investment has historically been reported within Revenue – Gain (loss) on private equity investments. However, following the listing, such amounts are now reported within Revenue – Other in the consolidated statements of income. As a result of the Ashikaga Holdings listing in the First Section of the Tokyo Stock Exchange, these changes are attributable to the shift from our Investment Banking business to a corporate-wide perspective in enhancing the corporate value of the share ownership.

(1)

Consolidated Balance Sheets (UNAUDITED)


	Millions of yen
	March 31, 2013			March 31, 2014			Increase/ (Decrease)
ASSETS
Cash and cash deposits:
Cash and cash equivalents		805,087			1,489,792			684,705
Time deposits		577,921			363,682			(214,239	)
Deposits with stock exchanges and other segregated cash		269,744			335,836			66,092

Total cash and cash deposits		1,652,752			2,189,310			536,558

Loans and receivables:
Loans receivable		1,575,494			1,327,875			(247,619	)
Receivables from customers		63,792			64,070			278
Receivables from other than customers		992,847			1,181,742			188,895
Allowance for doubtful accounts		(2,258	)		(3,009	)		(751	)

Total loans and receivables		2,629,875			2,570,678			(59,197	)

Collateralized agreements:
Securities purchased under agreements to resell		8,295,372			9,617,675			1,322,303
Securities borrowed		5,819,885			7,729,326			1,909,441

Total collateralized agreements		14,115,257			17,347,001			3,231,744

Trading assets and private equity investments:
Trading assets*		17,037,191			18,672,318			1,635,127
Private equity investments		87,158			41,996			(45,162	)

Total trading assets and private equity investments		17,124,349			18,714,314			1,589,965

Other assets:
Office buildings, land, equipment and facilities (net of accumulated depreciation and amortization of ¥355,831 million as of March 31, 2013 and ¥350,820 million as of March 31, 2014)		428,241			408,917			(19,324	)
Non-trading debt securities*		920,611			1,023,746			103,135
Investments in equity securities*		123,490			136,740			13,250
Investments in and advances to affiliated companies*		345,705			345,434			(271	)
Other		602,159			784,174			182,015

Total other assets		2,420,206			2,699,011			278,805

Total assets		37,942,439			43,520,314			5,577,875

*	Including securities pledged as collateral


	Millions of yen
	March 31, 2013			March 31, 2014			Increase/ (Decrease)
LIABILITIES AND EQUITY
Short-term borrowings		738,445			602,131			(136,314	)
Payables and deposits:
Payables to customers		476,705			492,516			15,811
Payables to other than customers		864,962			1,230,176			365,214
Deposits received at banks		1,072,134			1,114,181			42,047

Total payables and deposits		2,413,801			2,836,873			423,072

Collateralized financing:
Securities sold under agreements to repurchase		12,444,317			13,937,690			1,493,373
Securities loaned		2,158,559			2,359,809			201,250
Other secured borrowings		806,507			814,500			7,993

Total collateralized financing		15,409,383			17,111,999			1,702,616

Trading liabilities		8,491,296			11,047,285			2,555,989
Other liabilities		978,163			1,141,750			163,587
Long-term borrowings		7,592,368			8,227,063			634,695

Total liabilities		35,623,456			40,967,101			5,343,645


Equity
NHI shareholders’ equity:
Common stock
Authorized - 6,000,000,000 shares
Issued - 3,822,562,601 shares as of March 31, 2013 and 3,822,562,601 shares as of March 31, 2014
Outstanding - 3,710,960,252 shares as of March 31, 2013 and 3,717,630,462 shares as of March 31, 2014		594,493			594,493			—
Additional paid-in capital		691,264			683,638			(7,626	)
Retained earnings		1,136,523			1,287,003			150,480
Accumulated other comprehensive income (loss)		(57,395	)		20,636			78,031

Total NHI shareholders’ equity before treasury stock		2,364,885			2,585,770			220,885
Common stock held in treasury, at cost -
111,602,349 shares as of March 31, 2013 and
104,932,139 shares as of March 31, 2014		(70,514	)		(72,090	)		(1,576	)

Total NHI shareholders’ equity		2,294,371			2,513,680			219,309

Noncontrolling interests		24,612			39,533			14,921

Total equity		2,318,983			2,553,213			234,230

Total liabilities and equity		37,942,439			43,520,314			5,577,875

(2)

Consolidated Statements of Income (UNAUDITED)


	Millions of yen					% Change
	For the year ended
	March 31, 2013 (A)			March 31, 2014 (B)		(B-A)/(A)
Revenue:
Commissions		359,069			474,557		32.2
Fees from investment banking		62,353			91,301		46.4
Asset management and portfolio service fees		141,029			167,247		18.6
Net gain on trading		367,979			476,356		29.5
Gain on private equity investments		8,053			11,392		41.5
Interest and dividends		394,007			416,350		5.7
Gain on investments in equity securities		38,686			15,156		(60.8	)
Other		708,767			179,485		(74.7	)

Total revenue		2,079,943			1,831,844		(11.9	)
Interest expense		266,312			274,774		3.2

Net revenue		1,813,631			1,557,070		(14.1	)

Non-interest expenses:
Compensation and benefits		547,591			570,058		4.1
Commissions and floor brokerage		91,388			111,849		22.4
Information processing and communications		179,904			192,168		6.8
Occupancy and related depreciation		91,545			80,142		(12.5	)
Business development expenses		49,010			38,485		(21.5	)
Other		616,463			202,754		(67.1	)

Total non-interest expenses		1,575,901			1,195,456		(24.1	)

Income before income taxes		237,730			361,614		52.1
Income tax expense		132,039			145,165		9.9

Net income		105,691			216,449		104.8

Less: Net income (loss) attributable to noncontrolling interests		(1,543	)		2,858		—

Net income attributable to NHI shareholders		107,234			213,591		99.2

Per share of common stock:

	Yen					% Change
Basic-
Net income attributable to NHI shareholders per share		29.04			57.57		98.2

Diluted-
Net income attributable to NHI shareholders per share		28.37			55.81		96.7

(3)

Consolidated Statements of Comprehensive Income (UNAUDITED)


	Millions of yen						% Change
	For the year ended
	March 31, 2013 (A)			March 31, 2014 (B)			(B-A)/(A)
Net income		105,691			216,449			104.8
Other comprehensive income:
Change in cumulative translation adjustments, net of tax		74,301			68,090			(8.4	)
Defined benefit pension plans:
Pension liability adjustment		8,702			15,093			73.4
Deferred income taxes		(3,007	)		(5,384	)		—

Total		5,695			9,709			70.5

Non-trading securities:
Net unrealized gain on non-trading securities		17,283			3,358			(80.6	)
Deferred income taxes		(4,650	)		(1,109	)		—

Total		12,633			2,249			(82.2	)

Total other comprehensive income		92,629			80,048			(13.6	)

Comprehensive income		198,320			296,497			49.5
Less: Comprehensive income attributable to noncontrolling interests		3,332			4,875			46.3

Comprehensive income attributable to NHI shareholders		194,988			291,622			49.6

(4)

Consolidated Statements of Changes in Equity (UNAUDITED)


	Millions of yen
	For the year ended
	March 31, 2013			March 31, 2014
Common stock
Balance at beginning of year		594,493			594,493

Balance at end of year		594,493			594,493

Additional paid-in capital
Balance at beginning of year		698,771			691,264
Gain (loss) on sales of treasury stock		(1,798	)		(7,647	)
Issuance and exercise of common stock options		(5,700	)		(210	)
Purchase / sale of subsidiary shares, net		(9	)		231

Balance at end of year		691,264			683,638

Retained earnings
Balance at beginning of year		1,058,945			1,136,523
Net income attributable to NHI shareholders		107,234			213,591
Cash dividends		(29,656	)		(63,111	)

Balance at end of year		1,136,523			1,287,003

Accumulated other comprehensive income
Cumulative translation adjustments
Balance at beginning of year		(110,652	)		(38,875	)
Net change during the year		71,777			66,579

Balance at end of year		(38,875	)		27,704

Defined benefit pension plans
Balance at beginning of year		(35,132	)		(28,518	)
Pension liability adjustment		6,614			9,709

Balance at end of year		(28,518	)		(18,809	)

Non-trading securities
Balance at beginning of year		635			9,998
Net unrealized gain on non-trading securities		9,363			1,743

Balance at end of year		9,998			11,741

Balance at end of year		(57,395	)		20,636

Common stock held in treasury
Balance at beginning of year		(99,819	)		(70,514	)
Repurchases of common stock		(7	)		(32,511	)
Sale of common stock		1			9
Common stock issued to employees		29,507			30,127
Other net change in treasury stock		(196	)		799

Balance at end of year		(70,514	)		(72,090	)

Total NHI shareholders’ equity

Balance at end of year		2,294,371			2,513,680

Noncontrolling interests
Balance at beginning of year		281,896			24,612
Net change during the year		(257,284	)		14,921

Balance at end of year		24,612			39,533

Total equity

Balance at end of year		2,318,983			2,553,213

(5)

Consolidated Statements of Cash Flows (UNAUDITED)


	Millions of yen
	For the year ended
	March 31, 2013			March 31, 2014
Cash flows from operating activities:
Net income		105,691			216,449
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		91,493			79,468
Gain on investments in equity securities		(38,686	)		(15,156	)
Changes in operating assets and liabilities:
Time deposits		137,526			274,593
Deposits with stock exchanges and other segregated cash		(9,461	)		(42,403	)
Trading assets and private equity investments		(1,448,489	)		(485,673	)
Trading liabilities		248,019			2,007,807
Securities purchased under agreements to resell, net of securities sold under agreements to repurchase		1,375,929			(183,884	)
Securities borrowed, net of securities loaned		863,511			(1,604,469	)
Other secured borrowings		(84,444	)		7,992
Loans and receivables, net of allowance for doubtful accounts		(238,318	)		217,397
Payables		(305,672	)		278,325
Bonus accrual		31,415			16,356
Other, net		(179,013	)		(309,376	)

Net cash provided by operating activities		549,501			457,426


Cash flows from investing activities:
Payments for purchases of office buildings, land, equipment and facilities		(271,975	)		(214,336	)
Proceeds from sales of office buildings, land, equipment and facilities		147,653			176,680
Payments for purchases of investments in equity securities		(319	)		(4,799	)
Proceeds from sales of investments in equity securities		3,741			6,945
Decrease (increase) in loans receivable at banks, net		22,189			(10,972	)
Increase in non-trading debt securities, net		(54,237	)		(103,187	)
Other, net		(7,538	)		46,474

Net cash used in investing activities		(160,486	)		(103,195	)


Cash flows from financing activities:
Increase in long-term borrowings		1,930,357			2,140,351
Decrease in long-term borrowings		(2,330,509	)		(1,594,148	)
Decrease in short-term borrowings, net		(416,174	)		(149,437	)
Increase (decrease) in deposits received at banks, net		129,384			(23,605	)
Proceeds from sales of common stock held in treasury		56			682
Payments for repurchases of common stock in treasury		(7	)		(32,511	)
Payments for cash dividends		(14,730	)		(51,947	)

Net cash provided by (used in) financing activities		(701,623	)		289,385

Effect of exchange rate changes on cash and cash equivalents		47,175			41,089

Net increase (decrease) in cash and cash equivalents		(265,433	)		684,705
Cash and cash equivalents at beginning of the year		1,070,520			805,087

Cash and cash equivalents at end of the year		805,087			1,489,792

(6)

Note with respect to the Assumption as a Going Concern (UNAUDITED)

Not applicable.

(7)

Notes to the Consolidated Financial Statements (UNAUDITED)

Segment Information – Operating Segment

The following table shows business segment information and reconciliation items to the consolidated statements of income.

The majority of gains and losses arising from election of the fair value option for the investment in Ashikaga Holdings has historically been reported within the Wholesale business segment. However, as a result of the listing of Ashikaga Holdings in the First Section of Tokyo Stock Exchange on December 19, 2013, such gains and losses are now reported within the Other segment in Other.


	Millions of yen				% Change
	For the year ended
	March 31, 2013 (A)		March 31, 2014 (B)		(B-A)/(A)
Net revenue

Business segment information:
Retail		397,925		511,916		28.6
Asset Management		68,937		80,480		16.7
Wholesale		644,856		765,097		18.6

Subtotal		1,111,718		1,357,493		22.1
Other		664,228		188,849		(71.6	)

Net revenue		1,775,946		1,546,342		(12.9	)

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		37,685		10,728		(71.5	)

Net revenue		1,813,631		1,557,070		(14.1	)


Non-interest expenses

Business segment information:
Retail		297,297		319,915		7.6
Asset Management		47,768		53,373		11.7
Wholesale		573,199		653,299		14.0

Subtotal		918,264		1,026,587		11.8
Other		657,637		168,869		(74.3	)

Non-interest expenses		1,575,901		1,195,456		(24.1	)

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		—		—		—

Non-interest expenses		1,575,901		1,195,456		(24.1	)


Income (loss) before income taxes

Business segment information:
Retail		100,628		192,001		90.8
Asset Management		21,169		27,107		28.1
Wholesale		71,657		111,798		56.0

Subtotal		193,454		330,906		71.1
Other*		6,591		19,980		203.1

Income (loss) before income taxes		200,045		350,886		75.4

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		37,685		10,728		(71.5	)

Income (loss) before income taxes		237,730		361,614		52.1

*	Major components

Transactions between operating segments are recorded within segment results on commercial terms and conditions, and are eliminated in “Other”.

The following table presents the major components of income (loss) before income taxes in “Other”.


	Millions of yen						% Change
	For the year ended						(B-A)/(A)
	March 31, 2013 (A)			March 31, 2014 (B)			(B-A)/(A)
Net gain (loss) related to economic hedging transactions		989			17,403			—
Realized gain (loss) on investments in equity securities held for operating purposes		1,001			4,428			342.4
Equity in earnings of affiliates		14,401			28,571			98.4
Corporate items		17,652			(38,772	)		—
Other		(27,452	)		8,350			—

Total		6,591			19,980			203.1

Per share data

Shareholders’ equity per share is calculated based on the following number of shares.


Number of shares outstanding as of March 31, 2014			3,822,562,601

Net income attributable to NHI shareholders per share calculated based on the following number of shares.


Average number of shares outstanding for the year ended March 31, 2014			3,709,830,989

Changes in Tax Laws

On March 31, 2014, the “Act (Act No. 10 of 2014) to partially revise the Income Tax Act and others” was promulgated. Under this Act, effective from the fiscal year beginning on or after April 1, 2014, the Special Reconstruction Corporate Tax was abolished. As a result and for the expected reversal of temporary differences, the domestic effective statutory tax rates to calculate the deferred tax assets and liabilities commencing from April 1, 2014 fiscal year will be changed from 38% to 36%.

As a result of this change in the tax rates, the net deferred tax assets (net of deferred tax liabilities) decreased by 1.7 billion yen while income taxes-deferred increased by the same amount.

Significant Subsequent Events

Not applicable.

(8)

Other Financial Information

Consolidated Statements of Income – Quarterly Comparatives (UNAUDITED)


	Millions of yen																			% Change
	For the three months ended
	June 30, 2012			September 30, 2012		December 31, 2012			March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013 (A)		March 31, 2014 (B)			(B-A)/(A)
Revenue:
Commissions		77,367			72,279		83,681			125,742		157,634		105,613		121,434		89,876			(26.0	)
Fees from investment banking		10,383			17,131		13,027			21,812		25,394		22,984		15,769		27,154			72.2
Asset management and portfolio service fees		33,813			33,411		35,017			38,788		42,381		40,702		42,074		42,090			0.0
Net gain on trading		84,399			88,929		88,188			106,463		128,409		110,180		108,544		129,223			19.1
Gain (loss) on private equity investments		(5,387	)		299		11,631			1,510		50		703		10,985		(346	)		—
Interest and dividends		103,469			92,834		99,745			97,959		115,325		98,091		102,602		100,332			(2.2	)
Gain (loss) on investments in equity securities		(7,061	)		12,970		8,858			23,919		7,852		5,037		7,505		(5,238	)		—
Other		142,610			143,373		118,834			303,950		28,225		45,069		38,508		67,683			75.8

Total revenue		439,593			461,226		458,981			720,143		505,270		428,379		447,421		450,774			0.7
Interest expense		70,339			59,547		69,895			66,531		73,949		71,989		68,000		60,836			(10.5	)

Net revenue		369,254			401,679		389,086			653,612		431,321		356,390		379,421		389,938			2.8

Non-interest expenses:
Compensation and benefits		124,573			133,696		134,698			154,624		163,205		135,391		138,822		132,640			(4.5	)
Commissions and floor brokerage		21,978			21,904		22,918			24,588		29,046		26,134		27,974		28,695			2.6
Information processing and communications		42,524			45,145		42,672			49,563		48,233		46,240		47,755		49,940			4.6
Occupancy and related depreciation		24,110			22,140		22,179			23,116		19,784		20,830		18,999		20,529			8.1
Business development expenses		11,329			11,173		12,051			14,457		7,859		9,473		11,029		10,124			(8.2	)
Other		125,074			132,204		141,603			217,582		49,975		45,389		47,948		59,442			24.0

Total non-interest expenses		349,588			366,262		376,121			483,930		318,102		283,457		292,527		301,370			3.0

Income before income taxes		19,666			35,417		12,965			169,682		113,219		72,933		86,894		88,568			1.9
Income tax expense		13,590			30,056		12,874			75,519		46,956		34,549		37,769		25,891			(31.4	)

Net income		6,076			5,361		91			94,163		66,263		38,384		49,125		62,677			27.6

Less: Net income (loss) attributable to noncontrolling interests		4,185			2,552		(20,021	)		11,741		369		272		796		1,421			78.5

Net income attributable to NHI shareholders		1,891			2,809		20,112			82,422		65,894		38,112		48,329		61,256			26.7


	Yen																			% Change
Per share of common stock:
Basic-
Net income attributable to NHI shareholders per share		0.51			0.76		5.44			22.23		17.78		10.29		13.02		16.48			26.6

Diluted-
Net income attributable to NHI shareholders per share		0.50			0.74		5.33			21.55		17.24		9.99		12.65		16.02			26.6

Business Segment Information – Quarterly Comparatives (UNAUDITED)

The following table shows quarterly business segment information and reconciliation items to the consolidated statements of income.


	Millions of yen																						% Change
	For the three months ended
	June 30, 2012			September 30, 2012		December 31, 2012			March 31, 2013		June 30, 2013			September 30, 2013			December 31, 2013 (A)			March 31, 2014 (B)			(B-A)/(A)

Net revenue

Business segment information:
Retail		82,711			80,786		95,679			138,749		166,342			119,730			127,975			97,869			(23.5	)
Asset Management		16,418			15,439		18,786			18,294		20,174			18,626			21,215			20,465			(3.5	)
Wholesale		121,883			137,094		188,968			196,911		194,609			183,348			188,666			198,474			5.2

Subtotal		221,012			233,319		303,433			353,954		381,125			321,704			337,856			316,808			(6.2	)
Other		154,567			156,003		76,753			276,905		43,032			29,649			35,366			80,802			128.5

Net revenue		375,579			389,322		380,186			630,859		424,157			351,353			373,222			397,610			6.5

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		(6,325	)		12,357		8,900			22,753		7,164			5,037			6,199			(7,672	)		—

Net revenue		369,254			401,679		389,086			653,612		431,321			356,390			379,421			389,938			2.8


Non-interest expenses

Business segment information:
Retail		70,523			69,824		75,419			81,531		85,237			79,774			80,302			74,602			(7.1	)
Asset Management		11,048			10,879		11,468			14,373		13,483			12,454			12,289			15,147			23.3
Wholesale		130,434			136,901		144,611			161,253		169,372			158,063			160,866			164,998			2.6

Subtotal		212,005			217,604		231,498			257,157		268,092			250,291			253,457			254,747			0.5
Other		137,583			148,658		144,623			226,773		50,010			33,166			39,070			46,623			19.3

Non-interest expenses		349,588			366,262		376,121			483,930		318,102			283,457			292,527			301,370			3.0

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		—			—		—			—		—			—			—			—			—

Non-interest expenses		349,588			366,262		376,121			483,930		318,102			283,457			292,527			301,370			3.0


Income (loss) before income taxes

Business segment information:
Retail		12,188			10,962		20,260			57,218		81,105			39,956			47,673			23,267			(51.2	)
Asset Management		5,370			4,560		7,318			3,921		6,691			6,172			8,926			5,318			(40.4	)
Wholesale		(8,551	)		193		44,357			35,658		25,237			25,285			27,800			33,476			20.4

Subtotal		9,007			15,715		71,935			96,797		113,033			71,413			84,399			62,061			(26.5	)
Other*		16,984			7,345		(67,870	)		50,132		(6,978	)		(3,517	)		(3,704	)		34,179			—

Income (loss) before income taxes		25,991			23,060		4,065			146,929		106,055			67,896			80,695			96,240			19.3

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		(6,325	)		12,357		8,900			22,753		7,164			5,037			6,199			(7,672	)		—

Income (loss) before income taxes		19,666			35,417		12,965			169,682		113,219			72,933			86,894			88,568			1.9

*	Major components

Transactions between operating segments are recorded within segment results on commercial terms and conditions, and are eliminated in “Other”.

The following table presents the major components of income (loss) before income taxes in “Other”.


	Millions of yen																							% Change
	For the three months ended
	June 30, 2012			September 30, 2012			December 31, 2012			March 31, 2013		June 30, 2013			September 30, 2013			December 31, 2013 (A)			March 31, 2014 (B)			(B-A)/(A)
Net gain (loss) related to economic hedging transactions		(1,231	)		964			415			841		7,373			(1,667	)		5,150			6,547			27.1
Realized gain (loss) on investments in equity securities held for operating purposes		(736	)		613			(42	)		1,166		688			0			1,306			2,434			86.4
Equity in earnings of affiliates		1,273			3,346			4,549			5,233		5,343			8,884			8,171			6,173			(24.5	)
Corporate items		6,624			(7,044	)		(14,800	)		32,872		(12,344	)		(8,701	)		(13,954	)		(3,773	)		—
Other		11,054			9,466			(57,992	)		10,020		(8,038	)		(2,033	)		(4,377	)		22,798			—

Total		16,984			7,345			(67,870	)		50,132		(6,978	)		(3,517	)		(3,704	)		34,179			—

4.	Unconsolidated Financial Statements [Japanese GAAP]

(1)

Unconsolidated Balance Sheets (UNAUDITED)


	Millions of yen
	March 31, 2013		March 31, 2014
Assets
Current Assets		3,221,039		3,296,666
Fixed Assets		2,554,812		2,893,448

Total Assets		5,775,850		6,190,114

Liabilities
Current Liabilities		663,807		1,133,679
Long-term Liabilities		3,236,320		3,138,160

Total Liabilities		3,900,128		4,271,838

Net Assets
Shareholders’ equity		1,774,048		1,819,381
Valuation and translation adjustments		56,585		54,949
Stock acquisition rights		45,090		43,946

Total Net Assets		1,875,723		1,918,276

Total Liabilities and Net Assets		5,775,850		6,190,114

(2)

Unconsolidated Statements of Income (UNAUDITED)


	Millions of yen
	For the year ended
	March 31, 2013			March 31, 2014
Operating revenue		278,523			399,318
Operating expenses		202,308			214,169

Operating income		76,215			185,149

Non-operating income		2,072			4,113
Non-operating expenses		10,710			4,038

Ordinary income		67,577			185,224

Special profits		12,358			14,179
Special losses		25,460			84,739

Income before income taxes		54,475			114,664

Income taxes - current		(478	)		(54,136	)
Income taxes - deferred		12,743			60,942

Net income		42,210			107,858

(3)

Note with respect to the Assumption as a Going Concern (UNAUDITED)

Not applicable.

5.	Other Information

Financial information for Nomura Securities Co., Ltd. can be found on the following URL.

http://www.nomuraholdings.com/company/group/nsc/pdf/2014_4q.pdf