Financial Section. Consolidated Financial Statements Notes Report of Independent Auditors... 83

Transcription

1 Financial Section Consolidated Financial Statements Notes Report of Independent Auditors

2 Consolidated Financial Statements CONSOLIDATED BALANCE SHEETS Mizuho Securities Co., Ltd. and Consolidated Subsidiaries As of March 31, 2011 and 2010 ASSETS Cash and bank deposits: Cash and bank deposits (Notes 2 (q) and 6) , ,392 $ 4,542,008 Cash segregated as deposits for customers and others ,765 96,812 1,247, , ,205 5,789,945 Receivables: Loans and receivables from customers... 14,047 24, ,935 Receivables related to margin transactions... 46,503 58, ,266 Accrued income... 37,721 34, ,650 Other... 6,632 7,684 79,759 Less: Allowance for doubtful accounts... (1,911) (1,954) (22,982) 102, ,449 1,238,641 Collateralized short-term financing agreements-receivable: Deposits paid for securities borrowed... 4,732,533 3,960,261 56,915,610 Securities purchased under agreements to resell... 7,984,619 8,409,518 96,026,686 12,717,153 12,369, ,942,309 Trading assets (Notes 4 and 6): Trading securities and others... 7,274,959 6,848,579 87,491,990 Loans receivable... 10,000 26, ,264 Derivatives , ,643 9,024,750 8,035,368 7,595,671 96,637,017 Operating investment securities (Note 4)... 84,106 88,957 1,011,497 Operating loans receivable... 6,075 5,772 73,060 Other assets: Property and equipment... 86,224 85,597 1,036,969 Less: Accumulated depreciation... (45,453) (41,486) (546,638) 40,771 44, ,330 Intangible assets... 92, ,156 1,113,241 Long-term guarantee deposits... 14,437 15, ,625 Deferred tax assets (Note 10)... 19,727 18, ,245 Investment securities (Notes 4 and 6)... 69, , ,954 Other (Note 7) , ,721 1,477,029 Less: Allowance for doubtful accounts... (1,770) (1,936) (21,286) 316, ,084 3,811,822 Total assets... 21,784,855 20,951,031 $261,994,648 The accompanying notes are an integral part of these financial statements. 56

3 LIABILITIES AND NET ASSETS Liabilities Borrowings (Notes 6 and 8): Short-term borrowings... 3,747,079 2,700,015 $ 45,064,088 Commercial paper , ,700 5,822,008 Long-term debt... 1,343,641 1,233,511 16,159,242 5,574,821 4,265,226 67,045,351 Payables: Payables to customers , ,834 3,314,359 Payables unsettled trades , ,810 3,895,261 Payables related to margin transactions (Note 6)... 24,103 21, ,873 Accrued expenses... 35,787 27, ,390 Other... 23, , , ,081 1,125,802 8,215,045 Collateralized short-term financing agreements-payable: Deposits received for securities loaned... 1,746,838 2,019,454 21,008,274 Securities sold under agreements to repurchase... 8,894,121 9,247, ,964,774 10,640,959 11,267, ,973,048 Trading liabilities (Note 4): Trading securities and others... 3,621,920 2,923,830 43,558,869 Derivatives , ,502 7,714,900 4,263,415 3,610,332 51,273,782 Accrued and other liabilities: Income taxes payable... 1,534 1,654 18,448 Accrued employees bonuses... 14,752 22, ,414 Provision for bonus point redemption ,291 Provision for retirement benefits (Note 9)... 15,119 15, ,828 Deferred tax liabilities (Note 10)... 3,086 11,212 37,113 Securities: fail to receive... 18,558 16, ,187 Other... 13,919 14, ,396 67,410 81, ,703 Statutory reserves (Note 11)... 1,194 1,883 14,359 Total liabilities... 21,230,882 20,352, ,332,315 Net assets Shareholders equity: Common stock , ,167 1,505,315 Capital surplus , ,662 4,686,903 Retained earnings... 90, ,621 1,085,724 Treasury stock... (7,367) (7,450) (88,598) Total shareholders equity , ,000 7,189,344 Accumulated other comprehensive income Net unrealized gains on (operating) investment securities, net of tax... 1,768 4,628 21,262 Foreign currency translation adjustments... (67,551) (64,853) (812,399) Total accumulated other comprehensive income... (65,783) (60,225) (791,136) Stock subscription rights ,999 Minority interests... 21,380 23, ,125 Total net assets , ,988 6,662,333 Total liabilities and net assets... 21,784,855 20,951,031 $261,994,648 57

4 CONSOLIDATED STATEMENTS OF OPERATIONS Mizuho Securities Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2011 and 2010 Operating revenues: Commissions (Note 15) , ,822 $1,635,490 Net gain on trading... 12,624 64, ,822 Net gain (loss) on operating investment securities... 2,096 (653) 25,207 Interest and dividend income , ,868 1,417, , ,161 3,230,246 Interest expenses... 75,768 61, ,220 Net operating revenues , ,401 2,319,025 Selling, general and administrative expenses (Note 16) , ,513 2,763,355 Operating income (loss)... (36,945) 30,887 (444,317) Other income: Reversal of statutory reserves, net ,286 Other, net (Note 17)... (697) 105,029 (8,382) (8) 105,029 (96) Income (loss) before income taxes and minority interests... (36,954) 135,917 (444,425) Income taxes (Note 10): Current ,165 11,473 Deferred... (7,832) 4,536 (94,191) Total income taxes... (6,878) 8,701 (82,717) Income (loss) before minority interests... (30,076) 127,215 (361,707) Minority interests (151) 9,176 Net income (loss)... (29,312) 127,064 $ (352,519) The accompanying notes are an integral part of these financial statements. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Mizuho Securities Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2011 and 2010 Income (loss) before minority interests... (30,076) 127,215 $(361,707) Other comprehensive income: Net unrealized gains (losses) on (operating) investment securities, net of tax... (2,872) 4,730 (34,539) Foreign currency translation adjustments... (3,868) (2,106) (46,518) Share in other comprehensive income of affiliates accounted for using equity method... (114) 63 (1,371) Total other comprehensive income (loss)... (6,854) 2,688 (82,429) Comprehensive income (loss)... (36,930) 129,904 (444,137) Attributable to: Owner s of the parent... (34,870) 129,960 (419,362) Minority interests... (2,060) (56) $ (24,774) 58

5 Consolidated Financial Statements CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS Mizuho Securities Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2011 and 2010 Shareholders equity Valuation and translation adjustments Net Total unrealized Adjustments valuation Number of Treasury Total gains/losses on foreign and Stock Total shares of Common Capital Retained stock, shareholders on other currency translation subscription Minority net common stock stock surplus earnings at cost equity securities translation adjustments rights interests assets Balance at March 31, ,118, ,167 82,973 41,571 (7,426) 242,285 1, ,310 6, ,921 Amounts of changes during the period: Dividends Balance at end of previous period of the acquired company... (125,167) (82,973) (41,571) 7,426 (242,285) (1,214) (95) (1,310) (6,325) (249,921) Balance at end of previous period of the acquiring company ,000 75, ,298 3 (63,124) (63,120) 15, ,043 Net income , , ,064 Acquisition of treasury stock... (26) (26) (26) Disposition of treasury stock Increase (decrease) due to merger ,570,000 (124,832) 313,916 (7,431) 181, ,652 Net change in items other than shareholders equity... 4,625 (1,729) 2, ,980 11,243 Changes during the period ,689 86,050 (24) 392,715 3,414 (64,949) (61,535) , ,066 Balance at March 31, ,626,688, , , ,621 (7,450) 635,000 4,628 (64,853) (60,225) , ,988 Amounts of changes during the period: Dividends... (7,942) (7,942) (7,942) Net loss... (29,312) (29,312) (29,312) Acquisition of treasury stock... (28) (28) (28) Disposition of treasury stock Changes in scope of equity method... (87) 0 (86) (86) Net change in items other than shareholders equity... (2,860) (2,697) (5,558) 215 (2,465) (7,808) Changes during the period (37,342) 82 (37,206) (2,860) (2,697) (5,558) 215 (2,465) (45,014) Balance at March 31, ,626,688, , ,716 90,278 (7,367) 597,794 1,768 (67,551) (65,783) , ,973 Shareholders equity Valuation and translation adjustments Net Total unrealized Adjustments valuation Number of Treasury Total gains/losses on foreign and Stock Total shares of Common Capital Retained stock, shareholders on other currency translation subscription Minority net common stock stock surplus earnings at cost equity securities translation adjustments rights interests assets Balance at March 31, ,626,688,683 $1,550,443 $4,826,736 $1,580,845 $(92,289) $7,865,735 $57,335 $(803,343) $(746,007) $4,547 $295,371 $7,419,646 Amounts of changes during the period: Dividends... (98,384) (98,384) (98,384) Net loss... (363,096) (363,096) (363,096) Acquisition of treasury stock... (348) (348) (348) Disposition of treasury stock ,365 2,030 2,030 Changes in scope of equity method... (1,085) 8 (1,076) (1,076) Net change in items other than shareholders equity... (35,428) (33,418) (68,847) 2,665 (30,537) (96,719) Changes during the period (462,565) 1,025 (460,874) (35,428) (33,418) (68,847) 2,665 (30,537) (557,594) Balance at March 31, ,626,688,683 $1,550,443 $4,827,402 $1,118,279 $(91,264) $7,404,861 $21,906 $(836,761) $(814,855) $7,213 $264,833 $6,862,052 The accompanying notes are an integral part of these financial statements. 59

6 CONSOLIDATED STATEMENTS OF CASH FLOWS Mizuho Securities Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2011 and 2010 Cash flows from operating activities: Income (loss) before income taxes and minority interests... (36,954) 135,917 $ (444,425) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization... 23,825 23, ,530 Reversal of statutory reserves, net... (689) 44 (8,286) Loss (gain) on investment securities, net (708) 1,864 Loss on noncurrent assets, net ,728 9,873 Loss on impairment of golf club membership Nonrecurring depreciation on noncurrent assets... 1, ,154 Foreign exchange losses (gains)... (314) 435 (3,776) Gain on negative goodwill... (110,219) Amortization of goodwill Interest and dividend income... (118,867) (103,951) (1,429,549) Interest expense... 75,768 62, ,220 Decrease (increase) in cash segregated for customers and others... (6,953) (30,486) (83,619) Loans, receivables and payables, net... (163,511) 118,410 (1,966,458) Trading assets and liabilities, net... (106,093) (910,110) (1,275,923) Receivables and payables related to margin transactions, net... 14,009 (19,221) 168,478 Collateralized short-term financing agreements, net... (930,974) 717,584 (11,196,319) Decrease in allowance for doubtful accounts... (199) (1,283) (2,393) Increase (decrease) in accrued employees bonuses... (6,666) 1,061 (80,168) Increase (decrease) in provision for retirement benefits... (3,329) (1,708) (40,036) Other, net... 91, ,556 1,097,799 Subtotal... (1,166,796) 15,143 (14,032,423) Interest and dividends received , ,893 1,364,942 Interest paid... (70,340) (59,234) (845,941) Income taxes paid... (1,314) (4,228) (15,802) Net cash provided by (used in) operating activities... (1,124,956) 56,574 $(13,529,236) 60

7 Consolidated Financial Statements (Continued) Cash flows from investing activities: Payments for time deposits... (8,912) (9,655) $ (107,179) Proceeds from withdrawal of time deposits... 9,421 5, ,301 Payments for purchases of investment securities... (5,330) (13,521) (64,101) Proceeds from sales and redemptions of investment securities... 13,028 8, ,680 Payments for purchases of property and equipment... (2,517) (6,718) (30,270) Proceeds from sales of property and equipment Payments for purchases of intangible assets... (9,296) (7,610) (111,797) Payments for long-term loans receivable... (8,749) Collection of long-term loans receivable... 4,709 1,557 56,632 Decrease (increase) in short-term loans receivable... 3,095 (1,504) 37,221 Proceeds from collection of long-term guarantee deposits... 1,290 3,560 15,514 Payments for long-term guarantee deposits... (585) (2,094) (7,035) Other, net... (608) (361) (7,312) Net cash provided by (used in) investing activities... 4,296 (30,323) 51,665 Cash flows from financing activities: Increase (decrease) in short-term borrowings... 1,053,216 (133,439) 12,666,458 Increase (decrease) in commercial paper ,400 34,100 1,832,832 Increase in long-term debt , ,462 3,537,101 Decrease in long-term debt... (186,588) (218,889) (2,243,992) Acquisition of treasury stock... (28) (26) (336) Proceeds from reissuance of treasury stock Payment of cash dividends... (7,963) (2,318) (95,766) Proceeds from stock issuance to minority interests Payment of cash dividends to minority interests... (150) (175) (1,803) Repayment of lease obligations... (1,021) (1,434) (12,279) Net cash provided by (used in) financing activities... 1,303,981 (72,176) 15,682,273 Effect of exchange rate changes on cash and cash equivalents... (8,150) 1,376 (98,015) Net increase (decrease) in cash and cash equivalents ,171 (44,549) 2,106,686 Cash and cash equivalents at beginning of period , ,890 2,347,636 Beginning balance of cash and cash equivalents: Acquired company... (171,890) Beginning balance of cash and cash equivalents: Acquiring company... 89,560 Increase in cash and cash equivalents due to merger ,195 Decrease in cash and cash equivalents related to changes in scope of consolidation... (136) (1,635) Cash and cash equivalents at end of year , ,206 $ 4,452,687 The accompanying notes are an integral part of these financial statements. 61

8 Notes 1. BASIS OF PRESENTING FINANCIAL STATEMENTS The accompanying consolidated financial statements of Mizuho Securities Co., Ltd. (the Company ) and its consolidated subsidiaries (collectively, the Companies ) are prepared in accordance with the provisions set forth in the Financial Instruments and Exchange Act, and in conformity with accounting principles and practices generally accepted in Japan, which are different in certain respects from the application and disclosure requirements of International Financial Reporting Standards. In preparing the consolidated financial statements, certain reclassifications and rearrangements have been made to the financial statements issued in Japan in order to present these statements in a form which is more familiar to readers of these statements outside Japan. The consolidated financial statements are not intended to present the consolidated financial positions, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Japan. As permitted by regulations under the Financial Instruments and Exchange Act, amounts of less than one million yen have been omitted. As a result, the totals shown in the accompanying consolidated financial statements (both in yen and in ) do not necessarily agree with the sums of the individual amounts. On May 7, 2009, Shinko Securities Co., Ltd. merged with the former Mizuho Securities Co., Ltd. and changed its name to Mizuho Securities Co., Ltd. As the merger with the former Mizuho Securities Co., Ltd. is accounted for as a reverse acquisition, the consolidated operating results for the previous fiscal year were prepared by combining the consolidated operating results of the former Mizuho Securities for the period from April 1, 2009 through May 6, 2009 with the consolidated operating results of the Company for the period from May 7, 2009 through March 31, The translation of yen amounts into is included solely for the convenience of the reader, using the exchange rate prevailing at March 31, 2011, which was to US$1. The translation should not be construed as a representation that the yen amounts have been, could have been or could in the future be converted into at this or any other rate of exchange. Certain amounts in the 2010 financial statements and notes have been reclassified to conform to the 2011 presentation. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Principles of consolidation Subsidiaries: The consolidated financial statements include the accounts of the Company and all companies which are controlled by the Company through substantial ownership of more than 50% of the voting rights or through ownership of a high percentage of the voting rights and the existence of certain conditions evidencing control by the Company of the decision-making body of such companies. 1) Consolidated subsidiaries: 30 entities During the fiscal year 2010, the number of consolidated subsidiaries decreased by 7, all of which were excluded from consolidation mainly due to merger and liquidation, while the number of consolidated subsidiaries increased by 1, which was newly established. As a result, the number of consolidated subsidiaries was 30 at March 31, Subsidiaries newly consolidated: 1 entity Mizuho Securities India Private Limited Excluded from the scope of consolidation: 7 entities Shinko Securities (Europe) Limited Shinko Securities (H.K.) Limited Industrial Decisions, Inc. Tokyo Valuation Research Co., Ltd. Mizuho Securities Investment Services Co., Ltd. Other 2 entities Affiliates: Affiliates are, in general, the companies other than subsidiaries in which the Company 1) holds, directly and/or indirectly, 20% or more of the voting shares; 2) holds, directly and/or indirectly, 15% or more of the voting shares and also is able to influence the decision-making body through sharing personnel, provision of finance and technology, and other relationships; or 3) holds more than 20% of the voting shares together with those entities that would vote or agree to vote with the Company due to their close relationship with the Company through sharing personnel, the provision of finance and technology and other relationships and, at the same time, is able to influence the decision-making body to a material degree, unless evidence exists which shows that the Company does not have such influence. 2) Affiliates accounted for using the equity method: 11 entities During the fiscal year 2010, the number of affiliates increased by 1, which became an affiliate through a reduction of the share holding ratio due to a private placement of equity, while the number of affiliates decreased by 1, which became nonaffiliates due to a stock transfer. As a result, 11 affiliates were accounted for using the equity method at March 31, Major affiliates accounted for using the equity method Mizuho Alternative Investments, LLC Industrial Decisions, Inc. Neostella Capital Co., Ltd. Energy & Environment Investment, Inc. Mobile Internet Capital Inc. Japan Industrial Partners, Inc. Eiwa Securities Co., Ltd. The Neostella Capital No. 1 Investment Business Limited Partnership Newly applied: Industrial Decisions, Inc. Excluded from the scope of application: Mitoyo Securities Co., Ltd. 3) Fiscal year-end of consolidated subsidiaries The fiscal year-ends of consolidated subsidiaries are as follows: End of March: 21 subsidiaries End of December: 9 subsidiaries The above 9 consolidated subsidiaries with the different fiscal year end from the consolidated balance sheet date are consolidated on the basis of their respective year-end. Appropriate adjustments are made for material transactions during the period from their respective year-end to the consolidated balance sheet date including elimination of the inter-company accounts on consolidation, if necessary. (b) Foreign currency translation Transactions denominated in foreign currencies are recorded at the current exchange rate on the transaction date. Subsequently, assets and liabilities denominated in foreign currencies are translated into Japanese yen using fiscal year-end exchange rates, with the translation gains and losses recognized through the statement of operations for the period. The financial statements of overseas consolidated subsidiaries and affiliates are translated into Japanese yen using fiscal year-end exchange rates. Foreign currency translation gains and losses related to the financial statements of those overseas entities are credited or charged directly to foreign currency translation adjustments and minority interests, components of total net assets of the balance sheet. (c) Recognition of income The mark-to-market method is applied for the valuation of trading assets and liabilities. Securities transactions, gains or losses on securities transactions and derivatives transactions included in trading assets and liabilities, and brokerage commissions are recorded on a trade date basis. Expenses incidental to securities transactions are also recognized on a trade date basis. Underwriting and distribution commissions are recorded on the date the terms of underwriting are fixed or on the date of distribution or offering. 62

9 (d) Financial instruments 1) Derivatives All derivatives are stated at fair value, with changes in fair value included in net income (loss) for the period in which they arise, except for those designated as hedging instruments (see 3) Hedging transactions, below). 2) Securities Securities held by the Companies are classified into three categories: a) Trading securities, which are held for the purpose of generating profits on shortterm differences in prices, are stated at fair value, with changes in fair value included in net income (loss) for the period in which they arise. Additionally, securities held in trust for trading purposes are accounted for in the same manner as trading securities. b) Held-to-maturity debt securities, which the Companies intend to hold to maturity, are stated at cost after accounting for premium or discount on acquisition, which are amortized or accreted over the period to maturity. c) Other securities for which market quotations are available are stated at fair value. Net unrealized gains or losses on these securities are reported as a separate item in net assets on a net-of-tax basis. Cost of securities sold is calculated using moving average method. Other securities for which it is extremely difficult to determine the fair value are stated at cost using moving average method, except as stated in the paragraph below. With regard to contributions to investment business limited partnerships and similar partnerships (according to Article 2, Paragraph 2 of the Financial Instruments and Exchange Act, such contributions are regarded as negotiable securities), the Company mainly uses, as the book value, the value of its share of partnership assets as designated on the partnership s most recent statement of accounts that the Company is able to obtain as of the day - stipulated in the partnership agreement - on which the latest statement of accounts is reported. With regard to profit and loss incurred from the operations of the partnership, etc., the Company records the portion of its share. 3) Hedging transactions Gains or losses resulting from forward foreign exchange transactions entered into in order to hedge the exchange risk of foreign currency denominated equity investments in subsidiaries are recognized in foreign currency translation adjustments in net assets to the extent these transactions qualify for hedge accounting. Borrowings in foreign currency undertaken in order to hedge the risk of fluctuations in the exchange rate on foreign currency denominated operating investment securities are accounted for under fair value hedge accounting. For interest rate swap contracts that are used as hedges for the interest rate risk of borrowings, the net amount to be paid or received under the contract is added to or deducted from the interest on the borrowings subject to the hedge. In order to avoid foreign currency risk and interest rate risk, hedging transactions are implemented under the internal regulations. Assessment of the hedge effectiveness for forward foreign exchange transactions and borrowings in foreign currencies is omitted because hedging instruments and hedged items are denominated in the same currencies. In addition, assessment of hedge effectiveness for interest rate swap transactions is omitted if the swaps are accounted for by the exceptional accrual method. (e) Depreciation of property and equipment (except for leased assets) Depreciation is generally computed by the declining-balance method based on the estimated useful lives of assets. Buildings acquired on or after April 1, 1998 are depreciated using the straight-line method. The useful lives of property and equipment are as follows: Buildings: 2-50 years Equipment: 2-20 years (f) Intangible fixed assets and long-term prepaid expenses The cost of computer software developed or obtained for internal use is capitalized and amortized mainly using the straight-line method over its estimated useful life (within 5 years). Software costs are classified as intangible assets in other assets. (g) Deferred assets Bond issuance costs are expensed as incurred. (h) Gensaki transactions The settlement amounts, including accrued interests, are accounted for as securities sold under agreements to repurchase or securities purchased under agreements to resell with no valuation gain or loss recognized. Realized gains or losses on Gensaki trading, equivalent to the differences between start-date unit prices and end-date unit prices, are included in interest and dividends income or interest expenses, respectively, in the accompanying consolidated statements of operations. (i) Lease transactions Depreciation expense arising from leased assets under finance lease transactions that do not transfer ownership is calculated using the declining-balance method, based on the assumption that the useful life equals the lease term, and the residual value is zero. (j) Allowance for doubtful accounts Allowance for doubtful accounts is provided on the basis of historical loss experience for receivables. For certain receivables, for which collection is doubtful, a specific allowance equivalent to the amount of expected loss is established. (k) Bonuses Accrued employees bonuses and accrued directors bonuses are provided at the estimated amounts that the Companies will pay employees and directors after the fiscal year-end, based on their services for the current period. (l) Provision for retirement benefits Employees of the Companies are generally entitled to certain lump-sum payments or pension payments upon retirement or termination of employment, mainly based on the current rates of pay and the length of service. Retirement benefit plans that the Company and its domestic subsidiaries provide are defined benefit plans (regulation-type plans, fund-type plans and qualified retirement pension plans), pension fund plans, defined contribution plans, retirement lump-sum plans. Provision for retirement benefits, which is provided for the payment of employees retirement benefits, represents the estimated present value of projected benefit obligations in excess of the fair value of the plan assets, considering adjustments for unrecognized prior year service costs and unrecognized actuarial differences at the end of the fiscal year. Prior year service costs are charged to expenses at one time or amortized using the straight-line method over a predetermined number of years (10 years), which is within the average remaining employment period when they are recognized. Actuarial differences are charged to expenses from the following fiscal year using the straight-line method over the predetermined number of years (10 years), which is within the average remaining service years of the employees when incurred. Provision for directors and executive officers are provided and included in provision for retirement benefits at the amount that would be required if all directors and executive officers retired at the balance sheet date. Certain domestic subsidiaries apply the simplified method in calculating the provision for retirement benefits, which assumes all employees voluntarily terminate their employment at the end of the year. 63

10 (m) Provision for bonus point redemption The total amount of estimated future obligations, as of the end of the fiscal year, arising from future redemption of bonus point issued under the Mizuho Point Service Program is provided in provision for bonus point redemption. To prepare for the cost associated with use of the Mizuho Point Service in the future, the expected amount to be used is calculated for this period based on the usage rate. (n) Income taxes Income taxes of the Company and its domestic subsidiaries consist of corporate income taxes, local inhabitants taxes and enterprise taxes. The Companies adopted deferred tax accounting. Deferred income taxes are determined using the asset and liability approach, whereby deferred tax assets and liabilities are recognized in respect of temporary differences between the tax bases of assets and liabilities and those as reported in the financial statements. A valuation allowance is made if it is expected that some portion or the entire deferred tax assets will not be realized. (o) Net income per share Net income per share shown for each period in the accompanying consolidated statements of operations is based on the weighted average number of shares of common stock outstanding during the respective periods. (p) Consumption taxes The Company and its domestic consolidated subsidiaries are subject to Japanese consumption taxes. Japanese consumption taxes are excluded from transaction amounts. (q) Cash and cash equivalents Cash and cash equivalents in the consolidated statements of cash flows consists of cash on hand, bank deposits that can be withdrawn on demand and short-term investments with an original maturity of three months or less and which carry a minor risk of fluctuations in value. Cash and cash equivalents at March 31, 2011 and 2010 consist of: Cash and bank deposits , ,392 $4,542,008 Time deposits with original maturity over three months... (7,426) (8,635) (89,308) MMF... 41,449 Cash and cash equivalents , ,206 $4,452,687 (r) Goodwill Goodwill arising from acquisitions is charged to expense in the year it is recognized. 3. CHANGES IN ACCOUNTING POLICIES (1) Accounting Standard for Equity Method of Accounting for Investments Effective the year ended March 31, 2011, the Company adopted Accounting Standard for Equity Method of Accounting for Investments (Accounting Standards Board of Japan ( ASBJ ) Statement No. 16, March 10, 2008) and Practical Solution on Unification of Accounting Policies Applied to Associates Accounted for Using the Equity Method (ASBJ PITF No. 24, March 10, 2008). There is no impact of adopting these accounting standards to the consolidated financial statements. (2) Accounting Standard for Asset Retirement Obligations Effective the year ended March 31, 2011, the Company has adopted the Accounting Standard for Asset Retirement Obligations (ASBJ Statement No. 18, March 31, 2008) and Guidance on Accounting Standard for Asset Retirement Obligations (ASBJ Guidance No. 21, March 31, 2008). The change has no material effects on operating loss and loss before income taxes and minority interests in the consolidated financial statements. 4. FINANCIAL INSTRUMENTS (1) Trading assets and trading liabilities Trading assets and trading liabilities are recorded at fair value with unrealized gains and losses recognized as net gain and loss on trading in the consolidated statements of operations. Sales of securities, which the Companies do not currently own and will, therefore, be obligated to purchase at future dates ( short sales ), are included in trading liabilities. Purchases and sales of financial instruments for trading purposes are recognized on their respective trade dates. Unrealized gains and losses arising from over-the-counter ( OTC ) financial instruments are presented in the accompanying consolidated balance sheets on a gross basis and are included in trading assets and trading liabilities, respectively. The fair values of the trading positions are generally based on market prices. If market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations and price quotations for similar instruments, or pricing models. Valuation models incorporate current market and contractual prices for the underlying financial instruments as well as time value, yield curve, volatility, market liquidity and other statistical adjustments relevant to similar instruments. (a) Trading assets and trading liabilities as of March 31, 2011 and 2010 consist of the following: Trading assets: Equities and warrants , ,662 $ 6,056,512 Bonds... 6,624,323 6,298,389 79,667,143 Commercial paper and certificates of deposit... 53, , ,356 Beneficiary certificates of investment trusts... 8,083 19,358 97,209 Derivatives , ,643 9,024,750 Other*... 94, ,008 1,141,996 8,035,368 7,595,671 $96,637,017 Trading liabilities: Equities and warrants... 36,232 56,317 $ 435,742 Bonds... 3,585,639 2,867,492 43,122,537 Beneficiary certificates of investment trusts Derivatives , ,502 7,714,900 4,263,415 3,610,332 $51,273,782 Unrealized gain (loss) included in the consolidated statements of operations amounted to (38,388) million ($461,671 thousand) and (7,372) million as of March 31, 2011 and 2010, respectively. * Loans receivable is included in Other. (b) Notional amounts and fair value of derivatives as of March 31, 2011 and 2010: Assets Liabilities Notional Fair Notional Fair amount value amount value March 31, 2011 Options... 2,239, ,950 2,372, ,214 Foreign exchange forwards*... 86,495 1, ,575 6,091 Futures and forwards* ,187 7, ,210 6,269 Swap transactions... 32,966, ,838 31,334, ,918 MTM reserve... (7,994) 35,784, ,408 34,660, ,494 March 31, 2010 Options... 2,353, ,131 2,460, ,808 Foreign exchange forwards*... 91, ,547 6,364 Futures and forwards* ,431 3, ,158 4,459 Swap transactions... 20,769, ,882 20,127, ,868 MTM reserve... (9,227) 23,654, ,643 23,215, ,502 64

11 Notes Assets Liabilities Notional Fair Notional Fair amount value amount value March 31, 2011 Options... $ 26,928,478 $1,851,473 $ 28,527,937 $1,938,833 Foreign exchange forwards*... 1,040,228 12,711 2,424,233 73,253 Futures and forwards*... 5,919,266 90,883 9,046,422 75,393 Swap transactions ,471,978 7,165, ,842,212 5,627,396 MTM reserve... (96,139) $430,359,963 $9,024,750 $416,840,817 $7,714,900 * As for foreign exchange forwards and futures and forwards, the Fair value column has gains (losses) which would be realized on settlement at the respective fiscal year ends. (2) Held-to-maturity debt securities: March 31, 2011 March 31, 2010 Carrying Fair Carrying Fair amount value Differences amount value Differences With fair value exceeding the carrying amount: (1) Government bonds and municipal bonds, etc.... (2) Corporate bonds... 3,519 3, ,945 4, (3) Other... With fair value not exceeding the carrying amount: (1) Government bonds and municipal bonds, etc.... (2) Corporate bonds... (3) Other... 3,519 3, ,945 4, March 31, 2011 Carrying Fair amount value Differences With fair value exceeding the carrying amount: (1) Government bonds and municipal bonds, etc.... $ $ $ (2) Corporate bonds... 42,321 42, (3) Other... With fair value not exceeding the carrying amount: (1) Government bonds and municipal bonds, etc.... (2) Corporate bonds... (3) Other... $42,321 $42,501 $180 (3) Other securities: March 31, 2011 March 31, 2010 Acquisition Carrying Acquisition Carrying cost amount Differences cost amount Differences With a carrying amount exceeding the acquisition cost: a. Stocks... 9,247 12,621 3,373 14,549 21,262 6,712 [Operating investment securities*]... [ ] [ ] [ ] [ ] [ ] [ ] b. Bonds (1) Government bonds and municipal bonds, etc.... (2) Corporate bonds... 1,007 1, ,315 2,318 2 (3) Other... 13,197 13, ,907 14, c. Other... 1,023 1, ,104 4, [Operating investment securities*]... [ ] [ ] [ ] [4,104] [4,251] [147] With a carrying amount not exceeding the acquisition cost: a. Stocks... 10,390 8,268 (2,122) 6,342 5,698 (643) [Operating investment securities*]... [1,500] [1,500] [ ] [410] [410] [ ] b. Bonds (1) Government bonds and municipal bonds, etc.... (2) Corporate bonds (0) 1,313 1,311 (1) (3) Other... 3,879 3,879 12,491 12,063 (428) c. Other... 23,717 22,959 (758) 55,307 54,986 (320) [Operating investment securities*]... [16,980] [16,640] [339] [13,391] [13,070] [320] 63,169 64, , ,502 6,169 March 31, 2011 Acquisition Carrying cost amount Differences With a carrying amount exceeding the acquisition cost: a. Stocks... $111,208 $151,785 $40,565 [Operating investment securities*]... [ ] [ ] [ ] b. Bonds (1) Government bonds and municipal bonds, etc.... (2) Corporate bonds... 12,110 12, (3) Other , ,958 4,245 c. Other... 12,303 12, [Operating investment securities*]... [ ] [ ] [ ] With a carrying amount not exceeding the acquisition cost: a. Stocks ,954 99,434 (25,520) [Operating investment securities*]... [18,039] [18,039] [ ] b. Bonds (1) Government bonds and municipal bonds, etc.... (2) Corporate bonds... 8,478 8,478 (0) (3) Other... 46,650 46,650 c. Other , ,115 (9,116) [Operating investment securities*]... [204,209] [200,120] [4,076] $759,699 $770,318 $10,607 * The amount in square brackets represents operating investment securities included as part of respective line items. 65

12 Impairment losses on stocks classified as other securities with fair value were recognized in the amount of 71 million ($853 thousand) and 132 million for the years ended March 31, 2011 and 2010, respectively. Impairment losses on other classified as other securities with fair value were recognized in the amount of 17 million ($204 thousand) for the year ended March 31, (4) Securities for which it is extremely difficult to determine the fair value: March 31, 2011 March 31, 2010 Carrying amount Carrying amount a. Stocks... 27,441 29,530 [Operating investment securities*]... [9,229] [10,674] b. Bonds [Operating investment securities*]... [0] [0] c. Other... 58,270 62,230 [Operating investment securities*]... [56,736] [60,551] March 31, 2011 Carrying amount a. Stocks... $ 330,018 [Operating investment securities*]... [110,992] b. Bonds... 0 [Operating investment securities*]... [0] c. Other ,781 [Operating investment securities*]... [682,333] 85,712 91,760 $1,030,811 * The amount in square brackets represents operating investment securities included as part of respective line items. Impairment losses on stocks classified as other securities for which it is extremely difficult to determine the fair value were recognized in the amount of 4 million ($48 thousand) and 113 million for the years ended March 31, 2011 and 2010, respectively. Investment securities relating to non-consolidated subsidiaries and affiliates totaled 2,951 million ($35,490 thousand) and 3,290 million as of March 31, 2011 and 2010, respectively. (5) Proceeds, gross realized gains and losses on sales of other securities: There is no sale of held-to-maturity bonds during the years ended March 31, 2011 and Proceeds, gross realized gains and gross realized losses on sales of other securities for the years ended March 31, 2011 and 2010 consist of following Gross Gross Gross Gross Proceeds realized gains realized losses Proceeds realized gains realized losses Stocks... 5, , Others... 17,716 3,894 1,422 8, ,952 23,434 4,341 1,884 11,196 1,724 2, Gross Gross Proceeds realized gains realized losses Stocks... $ 68,767 $ 5,375 $ 5,544 Others ,060 46,831 17,101 $281,828 $52,206 $22,657 market functions; and 3) hedging transactions that enable the Companies to avoid various risks, including market risk, associated with dealing activities. Specifically, the Companies conduct transactions involving marketable securities such as stocks and bonds, financial derivatives traded on exchanges such as stock index futures, bond futures and interest rate futures, and options on these futures instruments, as well as financial derivatives traded over the counter such as interest rate swaps, foreign exchange forwards, and bonds with options. (b) Trading philosophy Through trading activities, the Companies strive to promote fairness and soundness of market mechanisms and flawless execution. Derivative transactions are used as a means of providing financial service functions such as development and provision of new products designed to cope with diversifying customer needs and enhancement of position risk management. (c) Risks associated with trading activities Risks associated with trading activities that may have an impact on the Companies financial position include market risk and credit risk. Market risk refers to the risk of suffering losses from changes in the value of the securities or derivatives held caused by fluctuations in the market price of stocks, interest rates, foreign exchange rates, etc. Credit risk refers to a deterioration of the value of the securities or derivatives which could result from default on the part of the counterparties of the transactions entered into by the Companies. (d) Risk management As the Companies rapidly diversify their business and products, and expand their trading activities, risk management has become one of the most important management challenges. The Companies have been upgrading and strengthening their risk management systems in order to secure sound management and efficient use of management resources. Risk limits approved by the Executive Management Committee, using value at risk or VAR, are allocated to each trading departments, while establishing position limits and loss-cutting limits for market risk control, and credit limits for each counterparty based on an internal credit rating for credit risk control. Regarding the limitation control, the Risk Management Department and Credit Risk Management Department, which are completely independent of the trading departments, are responsible for assessing current risk volume and monitoring the changes in position, risk and profit, on a daily basis. In addition, Risk Management Committees, which are responsible for monitoring, analyzing and discussing trading performance and risk positions, have been established at each of the Companies. 5. LEASE TRANSACTIONS (1) Leased assets under finance lease transactions that do not transfer ownership are mainly computer devices and stock-quote displays. (2) Future lease payments for non-cancelable operating leases are summarized at March 31, 2011 and 2010 as follows: Future lease payments: Within one year... 9,185 8,780 $110,463 Over one year... 20,290 23, ,016 29,475 32,741 $354,479 (6) Trading activities (a) Content and purpose of trading Trading activities at securities companies aim to demonstrate sound market functions, fair price-setting mechanisms, and the flawless trading of financial instruments. The Companies conduct trading activities as follows: 1) customer transactions that the Companies conduct to provide customers with services and products to accommodate various customer needs; 2) transactions (dealing activities) that the Companies conduct using proprietary accounts to complement 66

13 Notes 6. ASSETS PLEDGED AS COLLATERAL AND FAIR VALUE OF SECURITIES PLEDGED AND RECEIVED AS COLLATERAL Assets pledged as collateral for borrowings as of March 31, 2011 are summarized as follows: For short-term borrowings For borrowings on margin transactions Liabilities collateralized by the respective pledged assets... 3,320,622 10,246 Pledged assets: Bank deposits Trading assets... 2,680,319 Equipment Investment securities... 13,976 2,680,576 13,976 For short-term borrowings For borrowings on margin transactions Liabilities collateralized by the respective pledged assets... $39,935,321 $123,223 Pledged assets: Bank deposits... 1,563 Trading assets... 32,234,744 Equipment... 1,515 Investment securities ,081 $32,237,835 $168,081 As of March 31, 2011, besides those shown in the above table, shares received as collateral from customers for margin transactions in the amount of 110 million ($1,322 thousand) and borrowed securities of 800,842 million ($9,631,292 thousand) were pledged as collateral for short-term borrowings. In addition, bank deposits of 1,300 million ($15,634 thousand), trading assets of 174,614 million ($2,099,987 thousand), securities of 457 million ($5,496 thousand), investment securities of 3,082 million ($37,065 thousand) and securities borrowed of 19,031 million ($228,875 thousand) were placed with futures exchanges in lieu of margin money. Fair value of securities pledged as collateral, etc., excluding those in the above table as of March 31, 2011 is as follows: Securities loaned for margin transactions... 13,083 $ 157,342 Securities pledged for borrowing on margin transactions... 10, ,737 Securities loaned for collateralized financing agreements... 1,751,763 21,067,504 Securities sold under agreements to repurchase... 9,460, ,780,072 Fair value of securities received as collateral, etc., as of March 31, 2011 is as follows: Securities received from customers for loans under margin transactions... 22,470 $ 270,234 Securities borrowed under margin transactions... 20, ,411 Securities borrowed under financing agreements... 5,331,038 64,113,505 Securities purchased under agreements to resell... 8,583, ,223,860 Securities pledged by customers as collateral mainly for margin transactions... 40, ,772 Other securities pledged... 96,514 1,160,721 Assets pledged as collateral for borrowings as of March 31, 2010 are summarized as follows: For short-term borrowings For borrowings on margin transactions Liabilities collateralized by the respective pledged assets... 2,259,685 11,716 Pledged assets: Bank deposits Trading assets... 1,756,938 Equipment Investment securities... 4,946 13,146 1,762,240 13,146 As of March 31, 2010, besides those shown in the above table, shares received as collateral from customers for margin transactions in the amount of 3,018 million and borrowed securities of 618,796 million were pledged as collateral for short-term borrowings. In addition, bank deposits of 1,448 million, trading assets of 406,370 million, investment securities of 6,183 million and securities borrowed of 4,376 million were placed with futures exchanges in lieu of margin money. Fair value of securities pledged as collateral, etc., excluding those in the above table as of March 31, 2010 is as follows: Securities loaned for margin transactions... 9,378 Securities pledged for borrowing on margin transactions... 12,737 Securities loaned for collateralized financing agreements... 2,054,775 Securities sold under agreements to repurchase... 10,267,824 Fair value of securities received as collateral, etc., as of March 31, 2010 is as follows: 2010 Securities received from customers for loans under margin transactions... 28,516 Securities borrowed under margin transactions... 28,051 Securities borrowed under financing agreements... 4,552,434 Securities purchased under agreements to resell... 9,486,202 Securities pledged by customers as collateral mainly for margin transactions... 43,703 Other securities pledged , OTHER ASSETS Other included in other assets as of March 31, 2011 and 2010 consisted of the following: 2010 Short-term deposits... 92, ,328 $1,115,117 Securities: fail to deliver... 10,249 14, ,259 Others... 19,843 16, , , ,721 $1,477,029 67

14 8. SHORT-TERM BORROWINGS AND LONG-TERM DEBT Short-term borrowings and long-term debt at March 31, 2011 and 2010 consist of the following: 2011 Average rate Short-term borrowings... 3,747, % 2,700,015 $45,064,088 Long-term borrowings, payable within one year , % 66,069 1,431,653 Long-term borrowings, maturity greater than one year , % 578,563 7,472, % unsecured bonds and notes due March 7, % 19, % unsecured bonds and notes due June 21, 2018*... 12, % 12, ,383 Straight bonds and notes due April 2011 through February , ~25.00% 350,017 4,926,181 Straight bonds and notes due April 2011 through October , ~10.00% 206,151 2,174,239 Commercial paper , % 331,700 5,822,008 5,574,821 4,265,234 $67,045,351 * Interest rate: 6-Month Euro Yen Libor plus 2.50% after June 22, 2013 Maturities of long-term debt after one year but within five years at March 31, 2011 are as follows: Year ending March 31, ,212 $ 2,022, ,371 3,323, ,058 1,708, ,376 1,748, ,785 2,619, ,662 4,746,386 1,344,466 $16,169,164 Subordinated debt, as defined by the Cabinet Office Ordinance Concerning Financial Instruments Business (Cabinet Office Ordinance No. 52 Art. 176), was included in long-term debt in the amount of 308,300 million ($3,707,757 thousand) and 323,300 million as of March 31, 2011 and 2010, respectively. Certain domestic subsidiaries apply the simplified method in calculating the provision for retirement benefits, and the related severance and pension costs are included in service cost. Assumptions used in determining pension costs and pension benefit obligations for the years ended March 31, 2011 and 2010 were as follows: Basis for allocation of expected pension benefits... Straight-line basis Straight-line basis Discount rate... Mainly 2.5% Mainly 2.5% Expected rate of return on plan assets... Mainly 2.0%~5.6% Mainly 2.5%~5.7% Amortization period for actuarial differences years; straight-line basis 10 years; straight-line basis Amortization period for prior year service cost... In addition, directors retirement benefits of 553 million ($6,650 thousand) and 555 million were included in provision for retirement benefits in the accompanying consolidated balance sheets as of March 31, 2011 and 2010, respectively. Severance and pension costs recorded in the consolidated statements of operations for the years ended March 31, 2011 and 2010 were 168 million ($2,020 thousand) and 429 million, respectively. 10. INCOME TAXES Significant components of deferred tax assets and liabilities at March 31, 2011 and 2010 are as follows: Deferred tax assets: Statutory reserves $ 5,844 Accrued employees bonuses... 2,836 3,345 34,107 Provision for retirement benefits... 7,682 8,008 92,387 Allowance for doubtful accounts ,047 11,689 Unrealized loss on investments... 8, ,772 96,800 Depreciation... 1,355 1,067 16,295 Losses incurred related to stock trading error... 16,577 16, ,362 Tax loss carry forwards ,074 98,704 1,227,588 Other... 5,043 2,944 60,649 Gross deferred tax assets , ,234 1,744,762 Valuation allowance... (91,595) (272,782) (1,101,563) Total deferred tax assets... 53,482 44, , PROVISION FOR RETIREMENT BENEFITS The following table sets forth the projected benefit obligations, plan assets and funded status of the Companies as of March 31, 2011 and 2010: Projected benefit obligation at end of year... (60,236) (58,243) $(724,425) Fair value of plan assets at end of year... 50,372 46, ,796 Unrecognized actuarial differences... (200) (1,901) (2,405) Prepaid pension cost... (4,502) (1,344) (54,143) Provision for retirement benefits recognized in the consolidated balance sheets... (14,566) (14,765) $(175,177) Severance and pension costs of the Companies include the following components for the years ended March 31, 2011 and 2010: Service cost... 3,195 3,351 $38,424 Interest cost... 1,383 1,252 16,632 Expected return on plan assets... (1,112) (1,043) (13,373) Amortization of actuarial differences... (119) 859 (1,431) Net periodic pension cost... 3,346 4,419 40,240 Contributions to the defined contribution pension plan... 1,392 1,293 16,740 4,739 5,712 $56,993 Deferred tax liabilities: Net unrealized gain on (operating) investments securities, net of tax ,451 7,588 Customer related assets... 26,693 28, ,022 Accrual of dividends to be paid... 2,350 1,622 28,262 Other... 7,166 4,095 86,181 Total deferred tax liabilities... 36,841 36, ,066 Net deferred tax assets (liabilities)... 16,640 7,492 $ 200,120 A reconciliation of the statutory tax rate to the effective tax rate for the year ended March 31, 2011 is not presented as a loss before income taxes and minority interests was recorded. As of March 31, 2010, reconciliation of the statutory tax rate to the effective tax rate is as follows: For the year ended March 31, 2010 Statutory tax rate % Increase (decrease) in taxes resulting from: Non-deductible items such as entertainment expenses % Dividends-received deduction... (0.47%) Deductable amortization of negative goodwill... (33.00%) Inhabitants tax (per capita levy) % Decrease in valuation allowance... (0.72%) Other... (0.47%) Effective tax rate % 68