(SMBC) (Former The Sumitomo Bank, Limited) Consolidated Financial Results for Fiscal 2000 ended March 31, 2001 Head Office : 1-2, Yurakucho 1-chome, Ch iyoda-ku, Tokyo, Japan Date of Approval by the Board of Directors : May 24, 2001 Listing : Tokyo, Osaka, Nagoya, Sapporo, London May 24, 2001 1. Performance (for Fiscal 2000 ended March 31, 2001) (1) Financial Results Amounts less than one million have been omitted. Operating Income Operating Profit Net Income million % million % million % March 2001 2,725,995 (9.2) 310,741 31.0 83,469 34.9 March 2000 3,002,923 12.1 237,285 61,875 Net Income per Share Net Income per Share (Diluted) Return on Stockholders Equity Operating Profit on Total Assets Operating Profit on Operating Income % % % March 2001 25.50 24.93 6.1 0.5 11.4 March 2000 18.61 18.17 4.6 0.4 7.9 Notes: 1. Net income/(loss) from unconsolidated entities accounted for by the equity method (a) FY2000: 36,479 million yen, (b) FY1999: (35,549) million yen 2. Average number of shares outstanding during the year (consolidated) Preferred Share Preferred Share Common Share (First Series Type I) (Second Series TypeI) March 2001 3,134,457,110 67,000,000 100,000,000 March 2000 3,134,777,004 67,000,000 100,000,000 3. There is no change in accounting methods. 4. Percent (%) of Operating Income, Operating Profit and Net Income means the rat io of increase/(decrease) from previous year. (2) Financial Position Total Assets Stockholders Stockholders Equity Stockholders Capital Ratio Equity to Total Assets Equity per Share (BIS Guidelines) million million % % March 2001 67,392,974 1,837,151 2.7 426.32 10.94 (Preliminary) March 2000 53,767,504 1,804,358 3.4 415.77 11.60 Note: Number of shares outstanding at year end (consolidated) Preferred Share Preferred Share Common Share (First Series TypeI) (Second Series TypeI) March 2001 3,134,135,352 67,000,000 100,000,000 March 2000 3,134,778,868 67,000,000 100,000,000 (3) Cash Flows Cash Flows from Operating Activities Cash Flows from Investing Activities Cash Flows from Financing Activities Cash and Cash Equivalents at end of year March 2001 3,557,706 (3,913,743) (103,642) 868,132 March 2000 2,630,143 (2,289,615) 63,179 1,323,157 (4) Scope of Consolidation and Application of Equity Method (a) Number of consolidated subsidiaries : 84 (b) Number of unconsolidated subsidiaries accounted for by the equity method : 0 (c) Number of affiliated companies accounted for by the equity method : 29 (5) Changes under Scope of Consolidation and Application of Equity Method (from March 2000) Consolidation: Newly consolidated 17 Equity method: Newly applied 2 Excluded 8 Excluded 11 2. Performance Forecast (for Fiscal 2001 ended March 31, 2002) Operating Income Operating Profit Net Income First Half (Sept. 2001) 1,800,000 180,000 75,000 Annual (Mar. 2002) 3,650,000 410,000 180,000 (Reference) Forecast ed net income per share for FY2001 is 29.15 yen. The amount is calculated under the condition that average number of forecasted common shares outstanding is 5,676,465,582. - 1 -
1. Overview of the Group May 24, 2001 Sumitomo Bank Group provides mainly banking service, and other financial services in the fields of leasing business, securities business, credit card business, investment banking, loan business, factoring business and venture capital etc. The Group is composed of (former the Sumitomo Bank, Limited) and its 84 consolidated subsidiaries and 29 affiliates accounted for by the equity method at March 31, 2001. 270 domestic branches and 17 overseas branches Principal subsidiaries and affiliated companies Domestic BANKING - The Bank of Kansai, Ltd. (*) BUSINESS (Listed on the First Section of Osaka Securities Exchange) - Sumigin Guarantee Company, Limited (*) Overseas - of Canada (*) (former The Sumitomo Bank of Canada) - Banco Sumitomo Mitsui Brasileiro S.A. (*) (former Banco Sumitomo Brasileiro S.A.) - PT Bank Sumitomo Mitsui Indonesia (*) (former PT Bank Sumitomo Indonesia) Principal subsidiaries and affiliated companies Domestic LEASING - SB Leasing Company, Limited (*) Overseas - SMBC Leasing and Finance, Inc. (*) (former Sumitomo Bank Leasing and Finance, Inc.) Sumitomo Mitsui Principal subsidiaries and affiliated companies Banking Corporation Domestic (former The Sumitomo - Sumitomo Mitsui Card Company, Limited (*) Bank, Limited) (Credit card business) (former The Sumitomo Credit Service Company, Limited) - Sumigin General Finance Company, Limited (*) (Mortgage securities, factoring and loan business) (former Sumigin General Finance Company, Limited) - SMBC Capital Co., Ltd. (*) (Venture capital business) (former SB Investment Co., Ltd.) - The Japan Research Institute, Limited (*) (Economic research, system engineering and management consulting) - Daiwa Securities SMBC Co. Ltd. (**) (Securities business and derivatives) (former Daiwa Securities SB Capital Markets Co. Ltd.) - Daiwa SB Investments Ltd. (**) (Investment advisory and investment trust business) (former Daiwa SB Investments Ltd.) OTHER - QUOQ Inc. (**) (Purchase of monetary assets) - DLJ direct SFG Securities Inc. (**) (On-line discount brokerage services) Overseas - SMBC Capital Markets, Inc. (*) (Investment and derivative business) (former Sumitomo Bank Capital Markets, Inc.) (*): consolidated subsidiaries (**): affiliates accounted for by the equity method (Note) As for the subsidiaries and affiliates whose names were changed after the merger date (April 1, 2001), both new and former names are shown in the above table. - 2 -
2. Principles of Management May 24, 2001 The Sumitomo Bank, Limited (the Bank) merged with The Sakura Bank, Limited on April 1, 2001 and changed its corporate name to (SMBC). 1. Basic Principles of Management The Bank s basic management principles are as follows: To provide higher value-added services to our customers and together with them achieve growth To create sustainable shareholder value through business growth. To provide a challenging and professionally rewarding work environment for our dedicated employees. Under these principles, the Bank will endeavor to meet customer and market expectations and its economic and social responsibilities in order to acquire solid customer credibility and market credibility. 2. Dividend Policy With respect to the interest of shareholders, the Bank subscribes to a fundamental policy of conducting appropriate dividends, with certain outlook for enriching capital and preserving sound management basis. As for the dividend of this year end, in view of enriching capital by appropriate retained earnings, the Bank will refer to the ordinary general meetings of shareholders the proposal to maintain the dividend on common share at 3.00 yen per share (6.00 yen on annual basis) and the dividend on preferred share as prescribed (5.25 yen per share (10.50 yen on annual basis) for First Series Type 1, and 14.25 yen per share (28.50 yen on annual basis) for Second Series Type 1), which are the same as the last year-end and this interim one. Upon merger, the Bank issued 2,470,846,767 par value common shares (par value of 50 yen per share) and allotted these common shares to each of Sakura s shareholders (including the real shareholders; the same shall apply hereinafter) listed in Sakura s final shareholders registration (including the real shareholders registration; the same shall apply hereinafter) in the ratio of 1 to 0.6 of Sakura s common share to Sumitomo s common share. Upon merger, the Bank issued 2,577 thousand of non-par-value Type 6 preferred shares and allotted these Type 6 preferred shares to each shareholder listed in Sakura s final shareholders registration on the day immediately preceding the appointed date of merger in the ratio of 1 to 1 of Sakura s Series-II preferred share to Sumitomo s Type 6 preferred share. Upon merger, the Bank issued 800 million non-par-value Type 5 preferred shares and allotted these Type 5 shares to each shareholder listed in Sakura s final shareholders registration on the day immediately preceding the appointed date of merger in the ratio of 1 to 1 of Sakura s Series-III preferred share (Type 2) to Sumitomo s Type 5 preferred share. 3. Management Strategy The Bank will improve its earning power by fully and quickly realizing benefits of the merger in terms of gross banking profit and expenses. In addition to effectively utilizing the greatly expanded customer base, the Bank will establish a solid earning base by moving beyond conventional banking business models. - 3 -
May 24, 2001 Besides realizing benefits of the merger and effectively utilizing name recognition and loyalty built up over the years by the two predecessor banks, the Bank will provide higher value-added financial services by enhancing its ability to provide sophisticated financial solutions, expanding and improving its product and service line-ups, and integrating and upgrading networks to achieve further growth. Details of the plan for each business are as follows: (a) Improving profitability in consumer banking The Bank will improve profitability in consumer banking through refined customer segmentation, increased sales of profitable products and services, and enhanced operational efficiency. (b) Achieving higher asset efficiency in corporate finance The Bank will endeavor to achieve higher asset efficiency by increasing fee income from financial solutions that meet the specific needs of clients and strengthening market-driven financial intermediation such as loan syndication, etc. (c) Renewed initiatives in international banking business As for international banking business, management resources will be aggressively allocated based on selective regional focus and targeted strategies. In specific terms, the Bank will strengthen its business in Asia by leveraging both geographic advantage and the combined customer base with rationalized branch network of the two predecessor banks. (d) Strategic investment in IT In order to heighten its competitiveness, the Bank will aggressively invest in strategic IT areas. For example, the Bank will further increase investment in improvement of database marketing in consumer banking. (e) Displaying leadership in Internet-related financial business. As a new financial services complex, the Bank will pursue alliances with various partners and strive to be the leader in Internet-related financial businesses. 4. Issues to be Addressed (a) Further strengthening balance sheet In order to be able to respond to the drastically changing business environment and to establish a firm foundation for future growth, a strong financial base is essential. To this end, the Bank will accelerate the final resolution of bad-loan problems. Furthermore, the Bank will reduce its cross-shareholdings to reduce the volatility risk of its stock portfolio. In addition to these asset-side developments, the Bank will improve its capital by increasing retained earnings through enhanced earning power and paying back publicly funded loans. (b) Cost reduction through early realization of merger benefits - 4 -
May 24, 2001 The Bank will accelerate the pace of cost reduction implemented by the two predecessor banks. Unconstrained by conventional ideas, the Bank will carry out a wide range of cost cutting measures from streamlining branch network and reviewing products and services to restructuring of business. (c) Improving gross banking profit The Bank will greatly expand gross banking profit by establishing new business models at an early date and enhancing customer credibility. In consumer banking, the Bank will increase transactions by providing optimum services and convenience that match individual customer s life style and cycle based on understanding of each customer s situation. In corporate banking, the Bank will provide solutions tailored for each company based on a thorough examination of its management and financial needs. In international banking, the Bank will fine-tune its strategy for each region to enhance profitability. 5. Financial Targets The Bank aims to achieve banking profit (excluding transfer to general reserve) of 950.0 billion yen and consolidated ROE of more than 10% in FY2004 through business restructuring and strengthening of earning power. The Bank intends to pay back half of the public funds by FY2004, but will strive to accelerate this schedule as much as possible. 6. Pursuit of Enlightened Corporate Governance The Bank has two principal institutions for corporate governance: the Board of Directors and Executive Officers. This division aims to clearly define the responsibility between providing strategic direction and oversight for its operations and policy implementation. The role of the Board of Directors to supervise the Bank s operation from the view point of the interest of shareholders has come to be more emphasized than before, and the day-to-day running of the Bank is in the Executive Officers charge. In addition, Risk Management Committee, Compensation Committee, and Personnel Committee have been constituted from within the Board of Directors. These committees include directors from outside the Bank and have been established in order to deliberate from a broad and objective perspective matters such as risk management, compliance, compensation and personnel affairs of members of the Board of Directors and Executive Officers To supplement the functions of the Board of Directors, the Bank will establish an advisory board consisting of members such as former directors of blue-chip companies, leading management consultants, and academics, to provide wide-ranging and unhindered management advices. 3. Performance 1. Overview of Consolidated Performance for Fiscal 2000 (a) Profit and Loss Operating expense decreased because both income and expense relating to derivative transactions to which hedge accounting is applied are recognized by net amount on each account applying the new accounting standards for financial instruments. The decrease of operating income was comparatively limited because a consolidated subsidiary in the U.S. recognized gains on sales of stocks, and moreover, net income/loss from unconsolidated entities by the equity method was improved. Consequently, operating income becomes to 2,725.9 billion yen (down 9.2% from fiscal 1999) and operating expense becomes to 2,415.2 billion yen (down - 5 -
12.7%). May 24, 2001 In summary, operating profit becomes to 310.7 billion yen (up 31.0%) and net income becomes to 83.4 billion yen (up 34.9%). (b) Assets and Liabilities Deposits become 31,045.0 billion yen (up 2,682.9 billion yen from fiscal 1999) and negotiable certificates of deposit become 7,025.9 billion yen (up 156.6 billion yen). Loans and bills discounted become 32,630.3 billion yen (down 310.4 billion yen). Securities increased by 7,877.1 billion yen to 16,845.9 billion yen because the negative effect from sales of cross-shareholdings was outweighed by the positive effect from increase of pledged securities due to introduction of RTGS and the change of accounting method for repo transactions due to application of the new accounting standards for financial instruments. Total assets become 67,392.9 billion yen (up 13,625.4 billion yen). (c) Stockholders Equity Stockholders equity becomes 1,837.1 billion yen (up 32.7 billion yen from fiscal 1999) because retained earnings increased though minus 32.1 billion yen of foreign currency translation adjustments that are newly recognized on stockholders equity made a negative impact on stockholders equity. (d) Cash Flows The amount of cash and cash equivalents becomes 868.1 billion yen (down 455.0 billion yen from fiscal 1999). Cash flows from operating activities become 3,557.7 billion yen and Cash flows from investing activities become minus 3,913.7 billion yen. (e) Segments In terms of business segments, the share of total assets before elimination of internal transactions becomes 92% (up 2 points from fiscal 1999) for banking business, 2% (the same point) for leasing business, and 6% (down 2 points) for other business. The share of operating income before elimination of internal transactions becomes 66% (down 5 points from fiscal 1999) for banking business, 18% (up 1 point) for leasing business, and 16% (up 4 points) for other business. In terms of geographic segments, the share of total assets before elimination of internal transactions becomes 86% (up 1 point from fiscal 1999) for Japan, 7% (the same point) for the Americas, 4% (up 1 point) for Europe, and 3% (down 2 points) for Asia and Oceania. The share of operating income before elimination of internal transactions becomes 73% (down 3 points from fiscal 1999) for Japan, 14% (up 3 points) for the Americas, 8% (up 2 points) for Europe, and 5% (down 2 points) for Asia and Oceania. (f) Capital Ratio (BIS Guideline) (for immediate release) Capital ratio becomes 10.94% by consolidated basis, and 11.80% by nonconsolidated basis. 2. Performance Forecast for Fiscal 2001 (1) Performance Forecast Through the fiscal 2001, which is the first fiscal year for the new bank, by efficient management of assets and liabilities in domestic and international market and by restructuring of every aspect of business, the Bank will aim - 6 -
May 24, 2001 to enhance its profitability and resolve problem assets. As for financial forecast by consolidated basis, operating income, operating profit and net income is projected to be 3,650 billion yen, 410 billion yen, and 180 billion yen, respectively. By nonconsolidated basis, operating income, operating profit and net income is projected to be 2,650 billion yen, 295 billion yen, and 150 billion yen, respectively. (2) Forecast of Dividend In view of enriching capital with appropriate retained earnings through controlling cash outflows, the Bank will maintain the dividend on common share at 3.00 yen per share and 6.00 yen on annual basis, which are the same as the last year-end and this interim one. The dividend on preferred share will be kept as prescribed: 10.50 yen annually per share for First Series Type 1, 28.50 yen annually per share for Second Series Type 1, 13.70 yen annually per share for Type 5, and 7.50 yen annually per share for Type 6. - 7 -
4. Consolidated Financial Statements May 24, 2001 Basis of presentation 1. Scope of consolidation (1) Consolidated subsidiaries 84 companies The Bank of Kansai, Ltd SB Leasing Company, Ltd The Sumitomo Credit Service Company, Ltd (new name: Sumitomo Mitsui Card Company, Limited) Sumigin General Finance Company, Ltd SB Investment Co., Ltd (new name: SMBC Capital Co., Ltd.) The Japan Research Institute, Limited Sumitomo Bank Capital Markets, Inc. (new name: SMBC Capital Markets, Inc.) and others As for nine companies such as the Japan Research Institute, Limited which were accounted for by the equity method in the previous fiscal year, the Bank increased its share of voting rights and acquired substantial control over them, and accordingly they are consolidated from this fiscal year. Other eight companies which are newly established are consolidated from this fiscal year. As three subsidiaries such as SB Trust Bank Co., Ltd were sold and five subsidiaries such as Sumitomo Bank (Deutschland) GmbH were liquidated, they were excluded from consolidation. (2) Unconsolidated subsidiaries Fifty-two subsidiaries, such as S.B.L.Management Company Limited, are anonymous partnerships for lease transactions and their assets and profits/losses do not belong to them substantially. Therefore, based on Article 5 Paragraph 1 Item 2 of Consolidated Financial Statements Regulations, they were not treated as consolidated subsidiaries. Assets, operating income, net income and surplus of other nonconsolidated subsidiaries have no significant impact on the consolidated financials. 2. Application of the equity method (1) Subsidiaries accounted for by the equity method None (2) Affiliates accounted for by the equity method 29 companies Daiwa Securities SB Capital Markets Co. Ltd (new name: Daiwa Securities SMBC Co. Ltd.) QUOQ Inc. and others As shares of two companies, such as Japan Pension Navigator Co., Ltd, were obtained, they were newly included in affiliates accounted for by the equity method. As nine affiliates such as the Japan Research Institute, Limited which were accounted for by the equity method - 8 -
May 24, 2001 are newly consolidated and other two companies were sold and liquidated, they are excluded from affiliates accounted for by the equity method. (3) Subsidiaries and affiliates that are neither consolidated nor accounted for by the equity method Fifty-two subsidiaries, such as S.B.L.Management Company Limited, are anonymous partnerships for lease transactions and their assets and profits/losses do not belong to them substantially. Therefore, based on Article 10 Paragraph 1 Item 2 of the Consolidated Financial Statements Regulations, they were not treated as affiliates accounted for by the equity method. Net income and surplus of other nonconsolidated subsidiaries and affiliates which are not accounted for by the equity method have no significant impact on the consolidated financials. 3. Balance sheet dates of consolidated subsidiaries (1) The dates of account closing of consolidated subsidiaries are as follows: September 30 5 Companies October 31 1 Company December 31 35 Companies January 31 1 Company March 31 42 Companies (2) As for the companies whose balance sheet dates are September 30 and October 31, the accounts were closed provisionally for consolidation as of March 31 and January 31, respectively. The other companies are consolidated on the basis of their respective balance sheet dates. Appropriate adjustments were made for any significant transactions during the periods from their respective balance sheet dates to March 31. 4. Accounting policies Please refer to the footnotes of the consolidated balance sheet and the consolidated statement of income. 5. Evaluation of consolidated subsidiaries assets and liabilities All assets and liabilities of consolidated subsidiaries are evaluated for consolidation at fair value when the Bank acquires their control. 6. Amortization of goodwill Goodwill on The Sumitomo Credit Service Company, Ltd is amortized using the straight-line method over five years and other is charged or credited to income directly. 7. Appropriation of profit The consolidated statement of retained earnings reflects the appropriation of profit made during the consolidated fiscal year. - 9 -
May 24, 2001 8. Scope of Cash and cash equivalents on the consolidated statement of cash flows Please refer to the footnotes of the consolidated statements of cash flows. (Reference) - Net Income per Share : Net income Preferred share dividends Average number of common shares outstanding during Fiscal 2000 (*) - Return on Stockholders Equity Net income Preferred share dividends {(Stockholders equity at beginning of year Number of preferred shares outstanding at beginning of year X Issue price) + (Stockholders equity at year end Number of preferred shares outstanding at year end X Issue price)} / 2 X 100 - Stockholders Equity per Share : Stockholders equity at year end Number of preferred shares outstanding at year end X Issue price Number of common shares outstanding at year end (*) - Forecasted Net Income per Share : Forecasted net income Forecasted preferred share dividends Average number of forecasted common shares outstanding during Fiscal 2000 (*) Notes: The numbers to which (*) is attached exclude treasury stocks and the Bank s shares held by consolidated subsidiaries. - 10 -
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001 May 24, 2001 Assets: Cash and due from banks 4,623,597 Call loans and bills bought 139,189 Receivables under resale agreements 2,905,306 Commercial paper and other debt purchased 168,497 Trading assets 1,913,404 Money held in trust 52,912 Securities 16,845,970 Loans and bills discounted 32,630,388 Foreign exchanges 470,092 Other assets 4,297,808 Premises and equipment 683,833 Lease assets 827,134 Deferred tax assets 598,280 Goodwill 6,224 Customers' liabilities for acceptances and guarantees 1,987,164 Reserve for possible loan losses (756,830) Total assets 67,392,974 Liabilities: Deposits 31,045,062 Negotiable certificates of deposit 7,025,950 Call money and bills sold 5,332,877 Payables under repurchase agreements 5,262,187 Commercial paper 594,456 Trading liabilities 1,068,607 Borrowed money 2,322,477 Foreign exchanges 213,813 Bonds 2,061,693 Convertible bonds 101,106 Pledged money for securities lending transactions 4,607,098 Other liabilities 3,116,359 Reserve for employee retirement benefit 7,972 Reserve for possible losses on loans sold 74,639 Other reserves 8 Deferred tax liabilities 24,271 Deferred tax liabilities for land revaluation 103,401 Acceptances and guarantees 1,987,164 Total liabilities 64,949,149 Minority interests 606,673 Stockholders' equity: Capital stock 752,848 Capital surplus 643,080 Land revaluation excess 167,613 Retained earnings 319,924 Foreign currency translation adjustments (32,171) Subtotal 1,851,296 Treasury Stock (4) Parent bank stock held by subsidiaries (14,140) Total stockholders' equity 1,837,151 Total liabilities, minority interests and stockholders' equity 67,392,974-11 -
Notes to Consolidated Balance Sheet May 24, 2001 1. Amounts less than one million have been omitted. 2. Standards for recognition and measurement of trading assets and liabilities are as follows: Recognition: Trading account positions relating to trades made for the purposes of seeking gains arising from short-term changes in interest rate, currency exchange rates, or market prices of securities and other market related indices or from variation among markets, are included in Trading assets and Trading liabilities on the consolidated balance sheet on a contract date basis. Measurement: Trading securities and monetary claims purchased for trading purposes are stated at market value, and financial derivatives such as swaps, futures and options, are at the amounts that would be settled if the transactions were terminated at the year end date. 3. As for securities other than those of trading portfolio, debt securities which the Bank and consolidated subsidiaries has the intent and ability to hold to maturity (held-to-maturity securities) are carried at amortized cost, using the moving-average method. Investments in unconsolidated subsidiaries and affiliates that are not accounted for by the equity method are carried at cost, using the moving-average method. Securities excluding those classified as trading securities, held-to-maturity or investments in unconsolidated subsidiaries and affiliates that are not accounted for by the equity method are defined as other securities. Debt securities in other securities are carried at amortized cost, using the moving-average method. Equity securities in other securities are carried at cost, using the moving-average method. 4. Securities included in money held in trust account are carried in the same way as mentioned in notes 2 and 3. 5. Derivative transactions, excluding those classified as trading derivatives, are carried at fair value, though some consolidated overseas subsidiaries account for derivative transactions in accordance with local accounting standards. 6. Depreciation for premises and equipment of the Bank is computed by the straight-line method (the decliningbalance method is used as for equipment). The estimated useful lives of major items are as follows: Buildings 7 to 50 years Equipment 3 to 20 years As for consolidated domestic subsidiaries, depreciation for premises and equipment is computed mainly using the declining-balance method over the estimated useful lives of the respective assets and depreciation for lease assets is computed mainly using the straight-line method over the lease term based on the value of assets that will remain at the end of the lease term. As for consolidated overseas subsidiaries, depreciation for premises and equipment is computed mainly using the straight-line method over the estimated useful lives of the respective assets. 7. Capitalized software for internal use is depreciated using the straight-line method over its estimated useful lives (mainly five years) at the Bank or consolidated domestic subsidiaries. 8. Foreign currency assets and liabilities of the Bank are translated into Japanese yen at the exchange rate prevailing at the consolidated balance sheet date, though certain items deemed inappropriate to be added to the balance of foreign currency assets and liabilities at current exchange rate, such as investments in foreign companies (as long as the investments are funded in Japanese yen), are translated at the historical exchange - 12 -
May 24, 2001 rate. The accounts of overseas branches of the Bank are translated into Japanese yen at the exchange rate prevailing at the consolidated balance sheet date. Foreign currency assets and liabilities of consolidated subsidiaries are translated into Japanese yen at the exchange rate prevailing at their respective balance sheet date. Commencing from this consolidated fiscal year, consolidated domestic subsidiaries adopt the revised Accounting Standards for Foreign Currency Transactions (issued by the Business Accounting Deliberation Council in October 1999). As a result, Operating profit and Income before income taxes and minority interests have decreased compared with prior accounting method by 48 million yen respectively. In accordance with the revision of Regulation for consolidated financial statements, the presentation of Foreign currency translation adjustments is changed from Assets at the last year end to Stockholders equity and Minority interests. As a result, Assets decreased by 32,778 million yen, Stockholders equity decreased by 32,171 million yen, and Minority interests decreased by 607 million yen. 9. Reserves for possible loan losses of the Bank and major consolidated subsidiaries are provided as detailed below, in accordance with the internal standards for write-offs and reserves. For claims on borrowers who are legally bankrupt ( bankrupt borrowers ) or borrowers who are regarded as substantially in the same situation ( effectively bankrupt borrowers ), a reserve is provided based on the amount of claims net of the expected amount of recoveries from collateral and guarantees net of the deducted amount mentioned below. For claims on borrowers who are not currently in the status of bankrupt but are likely to become bankrupt in future, a reserve is provided by the amount deemed necessary based on overall solvency assessment, out of the amount of claims net of the expected amount of recoveries from collateral and guarantees. For other claims, a reserve is provided based on the historical loan-loss ratio. For claims originated in certain countries, an additional reserve (including a reserve for losses on overseas investments prescribed in Article 55-2 of Specific Taxation Measures Law) is provided by the amount deemed necessary based on assessment of political and economic conditions in such countries. All claims are assessed by business units and credit supervision departments in accordance with the internal rule for self-assessment of assets. Subsequently, the Credit Review Department, independent from these operating sections, audits their assessment. The reserve is provided based on these layers of review. Reserve for possible loan losses of other consolidated subsidiaries is provided for general claims by the amount deemed necessary based on the historical loan-loss ratio, and for doubtful claims by the amount deemed uncollectible based on respective assessments. For claims on bankrupt or effectively bankrupt borrowers, the amount exceeding the estimated value of collateral and guarantees is deducted, as deemed uncollectible, directly from those claims. The deducted amount is 887,791 million yen. 10. Reserve for employee retirement benefit (prepaid pension cost) is recorded based on an actuarial computation, which uses the present value of the projected benefit obligation and pension assets, due to employee s credited years of services at the balance sheet date. Unrecognized net actuarial gain or loss are amortized from the next fiscal year using the straight-line method over certain years (mainly 10 years) within the average remaining service period of active employees. Unrecognized net obligation from initial application of the new accounting standard for employee retirement benefit in Japan of 105,290 million yen is amortized using the straight-line method over 5 years. 11. Reserve for possible losses on loans sold provides for contingent losses arising from decline of market value of underlying collateral for loans sold to the Cooperative Credit Purchasing Company, Limited. This reserve is established in accordance with Article 287-2 of the Commercial Code. 12. Finance leases of the Bank and consolidated domestic subsidiaries, except for those which transfer the ownership of the property to the lessee, are accounted for in the same manner as operating leases. - 13 -
May 24, 2001 13. In accordance with the Industry Audit Committee Report No.15 Temporary Treatment for Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Banking Industry issued by JICPA in 2000, the Bank decided to apply hedge accounting, abiding by the following requirements: (1) Loans, deposits and other interest bearing assets and liabilities as a whole shall be recognized as the hedged portfolio. (2) Derivatives as the hedging instruments shall effectively reduce the interest rate exposure of the hedged portfolio. (3) Eligibility of hedging activities shall be evaluated on a quarterly basis. Certain derivatives managed by some of foreign branches are recorded on a cost basis using the short-cut method for interest rate swaps in view of consistency with the risk management policy. In accordance with the Industry Audit Committee Report No.19 Temporary Treatment for Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Leasing Industry issued by JICPA in 2000, one of the consolidated domestic subsidiaries in leasing industry applies Deferred Hedge Accounting Related to Portfolio Hedge on Liabilities. Other domestic subsidiaries use the deferred hedge accounting or the short-cut method for interest rate swaps. Derivative transactions, such as interest rate swaps, are used in this hedging activities, and the contract amount is 564,560 million yen, the fair value is minus 12,688 million yen, and the difference is minus 12,688 million yen. 14. Consumption tax and local consumption tax of the Bank and consolidated domestic subsidiaries are accounted for using the tax-excluded method. 15. The Other reserve required by Special Law is as follows: Reserve for financial futures transaction liabilities is recorded at 8 million yen. This reserve was established in accordance with Article 82 of the Financial Futures Transaction Law. 16. Accumulated depreciation of premises and equip ment amounted to 342,946 million yen. Accumulated depreciation of lease assets amounted to 1,304,562 million yen. 17. Bankrupt loans and Non-accrual loans are 75,729 million yen and 1,535,566 million yen, respectively. Bankrupt loans consist of loans on which the Bank and consolidated subsidiaries do not currently accrue interest income due to the nonpayment status or other credit conditions of the borrower and which meet certain conditions defined in Article 96-1-3 and 96-1-4 of the Enforcement Ordinance No.97 for the Japanese Corporate Tax Law, issued in 1965. Non-accrual loans is defined as loans for which the Bank and/or consolidated subsidiaries do not currently accrue interest income but excluding Bankrupt loans and loans for which the Bank and/or consolidated subsidiaries are forbearing interest payments to support the borrowers recovery from financial difficulty. 18. Past due loans (3 months or more) are 49,909 million yen. Past due loans (3 months or more) consist of loans of which principal and/or interest is past due for three months or more but exclude Bankrupt loans and Non-accrual loans. 19. Restructured loans are 128,581 million yen. Restructured loans are loans for which the Bank and consolidated subsidiaries relax lending terms, such as reduction of the original interest rate, forbearance of interest payments or principal repayments to support the borrowers recovery from financial difficulty, but excluding Bankrupt loans, Non-accrual loans and Past due loans (3 months or more). 20. The total amount of Bankrupt loans, Non-accrual loans, Past due loans (3 months or more) and Restructured loans is 1,789,785 million yen as of the consolidated year end date. - 14 -
May 24, 2001 The amounts of loans presented above through 17 to 20 are amounts before reserve for possible loan losses is deducted. 21. The total face value of loans and bills discounted that consists of Bank acceptance bought, Commercial bills discounted and Documentary bills is 658,073 million yen. 22. Assets pledged as collateral at the consolidated year end date are as follows: Assets pledged Cash and due from banks 60,462 Trading assets 1,143,569 Securities 7,103,992 Loans and bills discounted 1,671,141 Other assets (installment account receivable) 2,255 Liabilities corresponding to assets pledged Deposits 699 Call money and bills sold 3,944,800 Payables under repurchase agreements 5,262,187 Trading liabilities 22,740 Borrowed money 107,769 Acceptances and guarantees 42,373 In addition, cash and due from banks of 62,978 million yen, trading assets of 3,072 million, securities of 3,549,337 million yen, loans and bills discounted of 120,089 million yen and other assets (securities in custody) of 263,550 million yen were pledged as collateral for exchange settlements, variation margins of futures markets and certain other purpose. Premises and equipment include surety deposits and intangible of 70,478 million yen, and other assets include initial margins of futures markets of 17,539 million yen and pledged money for securities borrowing transactions of 823,711 million yen. 23. Net of deferred unrealized gains and losses from hedging instruments is reported in deferred profit on hedge in other liabilities. Gross deferred unrealized losses and gross unrealized gains from hedging instruments are 668,099 million yen and 680,130 million yen, respectively. 24. On June 9, 2000, the Osaka Prefecture Government promulgated the Special Ordinance Concerning Taxation Standard for Enterprise Taxes in Relation to Banks in the Osaka Prefecture (Osaka Prefectural Ordinance 131 of Fiscal year 2000). Owing to it, the effective statutory tax rate used by the Bank to calculate deferred tax assets and deferred tax liabilities has been changed from 39.83% in the previous accounting period to 38.05%. As a result of this change, Deferred tax assets decrease by 24,802 million yen, and Deferred income taxes increase by the equivalent amount. Further, as Deferred tax liabilities for land revaluation decreased by 4,795 million yen due to this change, Land revaluation excess increased by the same amount. 25. Pursuant to Enforcement Ordinance for the Law concerning Revaluation Reserve for Land (the "Law"), effective March 31, 1998, the Bank recorded the own land for business activities at fair value at March 31, 1998, and one of the consolidated domestic subsidiaries in banking industry recorded the own land at fair value at March 31, 1999. The Bank determined the fair value basically using nearest value on the Revaluation Act of Land Properties published by the Government with certain appropriate adjustment for land shape, timing of the Revaluation Act of Land Properties. The consolidated domestic subsidiary in - 15 -
May 24, 2001 banking industry determined the fair value based on assessment by certified real estate appraisers, in accordance with the Revaluation Act of Land Properties. According to the Law, net unrealized gains are reported in a separate component of Stockholders' equity net of applicable income taxes as Land revaluation excess, and the related deferred tax liabilities are reported in liabilities as Deferred tax liabilities for land revaluation. The total amount of fair value at this fiscal year end of the land is 72,126 million yen lower than the total amount of book value after revaluation. 26. The balance of subordinated debt included in Borrowed money is 642,315 million yen. 27. The balance of subordinated bonds included in Bonds is 1,082,130 million yen. 28. Shareholders equity per share is 426.32 yen. 29. Market value and unrealized gain/loss on securities are shown as below. Those amounts include Securities, trading securities, negotiable certificates of deposit and commercial paper within Trading assets, negotiable certificates of deposit within Cash and due from banks, and commercial paper and beneficiary claim on loan trust within Commercial paper and other debt purchased. (1) Securities classified as trading Consolidated balance sheet amount 998,998 Gains included in profit/loss during this fiscal year 713 (2) Bonds classified as held-to-maturity and with market value Consolidated balance Market Net unrealized sheet amount value gain/(loss) Gain Loss Japanese government bonds 114 114 0 0 0 Others 18,451 18,367 (83) 46 130 Total 18,565 18,482 (82) 47 130 (3) Other securities with market value Other securities with market value are not stated at market value. Summary information on them based on Ordinance of Ministry of Finance 8-4 in 2000 is shown in the following table. Consolidated balance sheet amount 15,590,773 Market value 15,642,511 Difference 51,738 Deferred tax liabilities (19,935) Minority interests (1,713) Parent company s interest in net unrealized gain/loss on valuation of other securities held by affiliates accounted for by the equity method 13 Net unrealized gain/loss on valuation 30,102-16 -
30. The amount of Other securities sold during this consolidated fiscal year is as follows: Sales amount Gains on sales Losses on sales 12,148,851 501,662 41,367 31. Summary information on securities without market value is shown in the following table. Consolidated balance sheet amount Bonds classified as held-to-maturity Non-listed foreign securities 31,163 Other 5,091 Other securities Non-listed foreign securities 668,428 Non-listed bonds 226,332 Non-listed stocks (except OTC stocks) 112,592 Other 224,483 May 24, 2001 32. Redemption schedule on other securities with maturities and bonds classified as held-to-maturity is shown in the following table. 1 year or less 1 to 5 years 5 to 10 years over 10 years Bonds 4,829,489 4,668,333 2,178,313 3,563 Japanese government bonds 4,676,663 4,248,153 1,766,475 Japanese local government bonds 22,556 54,534 244,466 563 Japanese corporate bonds 130,269 365,646 167,370 3,000 Other 445,721 1,079,457 148,466 352,019 Total 5,275,210 5,747,790 2,326,779 355,582 33. Information on money held in trust is shown as follows: Money held in trust classified as trading Consolidated balance sheet amount 2,467 Gains included in profit/loss during this fiscal year Other money held in trust Market value is not reflected in consolidated financial statements. Summary information on other money held in trust that has market value is shown in the following table. Consolidated balance Market Net unrealized Deferred tax Difference sheet amount value gains/(losses) assets 50,444 46,335 (4,108) (2,545) 1,563 34. 1,956,646 million yen of securities, which are used for securities lending transactions for consumption, are included in Securities, Other assets and Trading assets. 9 million yen of securities, which are used for securities lending transactions for use, are included in Japanese Government Bonds as a sub-account of Securities. Due to the revision of accounting rule, the presentation of this kind of securities is changed from Securities loaned as a sub-account of Securities to Japanese Government Bonds. - 17 -
May 24, 2001 35. Commitment line contracts on overdrafts and loans are agreements to lend to customers when they apply for borrowing, to the prescribed amount as long as there is no violation of any condition established in the contracts. The amount of unused commitments upon is 17,349,040 million yen, and the amount of unused commitments whose original contract terms are within one year or unconditionally cancelable at any time is 15,538,193 million yen. Since many of these commitments are expected to expire without being drawn upon, the total amount of unused commitments does not necessarily represent actual future cash flow requirements. Many of these commitments have clauses that the Bank and consolidated subsidiaries can reject the application from customers or reduce the contract amounts in case economic conditions are changed, the Bank and consolidated subsidiaries need to secure claims or others occur. In addition, the Bank and consolidated subsidiaries request the customers to pledge collateral such as premises and securities at conclusion of the contracts, and take necessary measures such as grasping customers financial positions, revising contracts when need arises and securing claims after conclusion of the contracts. 36. Information on projected benefit obligation and others at consolidated fiscal year end is shown as follows: Projected benefit obligation (495,409) Pension assets (fair value) 410,572 Unfunded projected benefit obligation (84,836) Unrecognized net obligation from initial application of the new accounting standard for employee retirement benefit 85,988 Unrecognized actuarial net gain or loss 50,585 Net amount recorded on the consolidated balance sheet 51,737 Prepaid pension cost 59,710 Reserve for employee retirement benefit (7,972) 37. Effective April 1, 2000, two new accounting standards for financial instruments and employee retirement benefit are adopted in Japan. According to these new accounting standards, the Enforcement Ordinance for the Banking Law has been revised and the disclosure requirements for consolidated balance sheet have been changed as follows: (1) Certain transactions under resale agreements and repurchase agreements are recognized as financing activities, not as purchasing or selling activities, and reported in Receivables under resale agreements and Payables under repurchase agreements. As a result, the amount of Securities increased by 1,610,677 million yen compared with the prior treatment as purchasing or selling activities. (2) Presentation of reserve for retirement allowances has been changed, and now it is included in Reserve for employee retirement benefit, and prepaid pension cost at fiscal year end is reported in Other assets. 38. Till the last fiscal year pledged money that was pledged in securities lending transactions was included in Other liabilities, and from this consolidated fiscal year it is presented as Pledged money for securities lending transactions on the consolidated balance sheet. - 18 -
May 24, 2001 CONSOLIDATED STATEMENT OF INCOME FOR FISCAL 2000 ENDED MARCH 31, 2001 Operating income: 2,725,995 Interest income 1,328,056 Interest on loans and discounts 851,820 Interest and dividends on securities 193,828 Interest on call loans and bills bought 7,106 Interest on receivables under resale agreements 10,861 Interest on deposits with banks 217,874 Other interest income 46,564 Fees and commissions 202,836 Trading profits 84,376 Other operating income 552,060 Lease-related income 338,282 Installment-related income 144,151 Other 69,626 Other income 558,665 Operating expenses: 2,415,254 Interest expenses 674,508 Interest on deposits 374,606 Interest on negotiable certificates of deposit 23,010 Interest on call money and bills sold 15,575 Interest on payables under repurchase agreements 22,224 Interest on commercial paper 2,229 Interest on borrowed money 56,768 Interest on bonds 60,210 Interest on convertible bonds 406 Other interest expenses 119,476 Fees and commissions 33,918 Trading losses 2,146 Other operating expenses 505,193 Lease-related expenses 289,660 Installment-related expenses 128,186 Other 87,346 General and administrative expenses 450,268 Other expenses 749,218 Transfer to reserve for possible loan losses 32,103 Other 717,115 Operating profit 310,741 Extraordinary profit 1,590 Gains on disposition of premises and equipment 963 Collection of written-off claims 627 Extraordinary loss 38,863 Losses on disposition of premises and equipment 16,060 Other extraordinary loss 22,803 Income before income taxes and minority interests 273,468 Income taxes, Current 57,439 Income taxes, Deferred 128,327 Minority interests in net income 4,231 Net income 83,469-19 -
Notes to Consolidated Statement of Income May 24, 2001 1. Amounts less than one million have been omitted. 2. Net income per share is 25.50 yen. 3. Net income per share (diluted) is 24.93 yen. 4. Trading profits and trading losses are recognized on a contract date basis, and include interest received/paid and the amount of change in valuation gains/losses for securities, monetary claims and derivatives as of the consolidated term end date compared with that at the end of the previous year. The amount of valuation gains/losses for derivatives is measured using the estimated settlement price assuming settlement in cash at the consolidated year end date. 5. Standards for recognizing rental income on lease transactions and income/expenses on installment sales are as follows: (1) Recognition of Lease-related income on lease transactions Basically, Lease-related income is recognized on a straight-line basis over the full term of the lease, based on the contractual amount of lease fees per month. (2) Recognition of income and expenses on installment sales Basically, Installment-related income and Installment-related expenses are recognized on a due-date basis over the full term of the installment. 6. Other income includes gains on sales of stocks and other securities, net gain from unconsolidated entities by the equity method and gain on establishment of trust for employee retirement benefit, of 475,976 million yen, 36,479 million yen and 24,006 million yen, respectively. 7. Other expenses include write-offs of loans of 556,661 million yen. 8. Extraordinary loss includes amortized cost of unrecognized net obligation from initial application of the new accounting standard for employees retirement benefit in Japan of 21,058 million yen. 9. Effective April 1, 2000, a new accounting standard of employees retirement benefit is adopted in Japan. Accordingly, Operating profit and Income before income taxes and minority interests have increased compared with prior accounting method by 10,360 million yen and 11,266 million yen, respectively. 10. Effective April 1, 2000, a new accounting standard for financial instruments is adopted in Japan. Accordingly, the valuation methods of securities and derivatives excluding those in trading portfolio have been changed, and the hedge accounting has been applied. As a result, both Operating profit and Income before income taxes and minority interests have increased compared with prior accounting by 20,738 million yen. And income and expenses relating to derivative transactions that meet the criteria for hedge accounting are presented by net by each account, which has been changed from prior accounting that presented net by each transaction. As a result, Operating income and Operating expenses have decreased by 493,177 million yen, respectively, though Operating profit and Income before income taxes and minority interests have not changed. 11. Enterprise taxes other than relating to income are included in Other expenses. Effective April 1, 2000, the Special Ordinance Concerning Taxation Standard for Enterprise Taxes in Relation to Banks in the Tokyo Metropolis (Tokyo Metropolis Ordinance 145 of 2000) is enacted, and the enterprise taxes in Tokyo, which were included in Current income taxes for prior period, are now included in Other expenses by the amount of 8,100 million yen. - 20 -