Edgar Filing: NOMURA HOLDINGS INC

Form 6-K

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of August 2015

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

9-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Information furnished on this form:

EXHIBIT


Exhibit Number

1.		Supplement for Financial Highlights – Three months ended June 30, 2015

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	NOMURA HOLDINGS, INC.

Date: August 5, 2015	By:	/s/ Hajime Ikeda
		Hajime Ikeda
		Senior Managing Director

Supplement for Financial Summary — Three months ended June 30, 2015

The following supplement for financial summary reports certain supplemental financial information of Nomura for the three months ended June 30, 2015.

As used in this Form 6-K, references to “Nomura” are to Nomura Holdings, Inc. and its consolidated entities. References to “NHI” are to Nomura Holdings, Inc.

Unless otherwise stated, references in this Form 6-K to “yen” are to Japanese Yen. Amounts shown in this Form 6-K have been rounded to the nearest indicated digit unless otherwise specified. In tables and paragraphs with rounded figures, sums may not add up due to rounding.

Except as otherwise indicated, all financial information with respect to Nomura presented in this Form 6-K is presented on an unaudited consolidated basis in accordance with U.S. generally accepted accounting principles.

Operating Results

For the three months ended June 30, 2015, Nomura reported net revenue of 424.0 billion yen, an increase of 14.3% from the same period in the prior year, and income before income taxes of 106.0 billion yen, an increase of 105.2% from the same period in the prior year. Net income attributable to NHI shareholders was 68.7 billion yen, an increase of 246.1% from the same period in the prior year. Basic-Net income attributable to NHI shareholders per share was 19.11 yen and Diluted-Net income attributable to NHI shareholders per share was 18.65 yen. Annualized return on shareholders’ equity¹ was 10.0%.

Expenses

Non-interest expenses for the three months ended June 30, 2015 decreased by 0.4% from the same period in the prior year to 318.0 billion yen.

Financial Position

As of June 30, 2015, Nomura’s total capital ratio² was 15.4% and its Tier 1 capital ratio² and Tier 1 common ratio² were both 13.5%. Nomura had total assets of 43,996.5 billion yen, an increase of 2,213.2 billion yen compared to March 31, 2015, mainly due to the increase in Trading assets. Total liabilities as of June 30, 2015 were 41,179.5 billion yen, an increase of 2,141.2 billion yen compared to March 31, 2015, mainly due to the increase in Securities sold under agreements to repurchase. Total equity as of June 30, 2015 was 2,817.0 billion yen, an increase of 72.0 billion yen compared to March 31, 2015. Leverage ratio as of June 30, 2015 was 15.8 and net leverage ratio³ was 9.7.

¹	Annualized return on shareholders’ equity is a ratio of net income (loss) attributable to NHI shareholders to total NHI shareholders’ equity multiplied by four.

These ratios represent preliminary estimates as of the date of this supplement release and may be revised in Nomura’s Quarterly Securities Report on Form 6-K for the period ended June 30, 2015. NHI has been assigned as a saishu shitei oyagaisha (a “Final Designated Parent Company”) which must calculate the consolidated capital adequacy ratio according to the “Notice of the Establishment of Standards for Determining Whether the Adequacy of Equity Capital of a Final Designated Parent Company and its Subsidiary Corporations, etc. is Appropriate Compared to the Assets Held by the Final Designated Parent Company and its Subsidiary Corporations, etc.” (2010 FSA Regulatory Notice No. 130; “Capital Adequacy Notice on Final Designated Parent Company” hereinafter) since April 2011. Nomura calculates Basel III-based consolidated regulatory capital adequacy ratios in accordance with the Capital Adequacy Notice on Final Designated Parent Company.

Net leverage ratio is a non-GAAP financial measure that Nomura considers to be a useful measure that Nomura and investors use to assess financial position. Net leverage ratio equals total assets less securities purchased under agreements to resell and securities borrowed divided by total NHI shareholders’ equity.

As of June 30, 2015, total NHI shareholder’s equity was 2,783.3 billion yen, which represented an increase of 75.5 billion yen compared to March 31, 2015.

Level 3 assets (net)⁴ were approximately 0.4 trillion yen as of June 30, 2015.

Cash Dividends


	2015		2016		2016 (Plan)
			(Yen amounts)
Dividends per share
Dividends record dates
At June 30		—		—		—
At September 30		6.00		—		Unconfirmed
At December 31		—		—		—
At March 31		13.00		—		Unconfirmed
For the year		19.00		—		Unconfirmed

Value at Risk

Value at risk⁵ as of June 30, 2015 was 3.8 billion yen, which represents a 18.1% decrease compared to March 31, 2015.

Number of Employees

As of June 30, 2015, Nomura had 29,289 employees globally (Japan: 16,570, Europe: 3,492, Americas: 2,439, Asia-Pacific (including the Powai office in India): 6,788).

⁴

This amount represents a preliminary estimate as of the date of this supplement release and may be revised in Nomura’s Quarterly Securities Report on Form 6-K for the period ended June 30, 2015. Level 3 assets (net) is a non-GAAP financial measure that Nomura considers to be a useful measure that Nomura and investors use to assess financial position. The level 3 assets (net) equals level 3 assets after netting off derivative assets and liabilities.

⁵	Value at risk is defined at 99% confidence level. The time horizon for Nomura’s outstanding portfolio is 1 day. Inter-product price fluctuations are considered.

Business Segment Information

i.	Retail

Net revenue for the three months ended June 30, 2015 was 130.7 billion yen, a 22.3% increase from the same period in the prior year, primarily due to increases in commissions from distribution of investment trusts and brokerage. Non-interest expenses increased by 6.0% to 79.8 billion yen. As a result, income before income taxes increased by 61.0% to 50.9 billion yen.

Retail client assets as of June 30, 2015 were 113.4 trillion yen, comprised of 70.2 trillion yen in equities, 6.1 trillion yen in foreign currency bonds, 12.1 trillion yen in domestic bonds including CBs and warrants, 10.4 trillion yen in stock investment trusts, 7.7 trillion yen in bond investment trusts, 1.7 trillion yen in overseas mutual funds, and 5.1 trillion yen in other⁶.

Operating Results of Retail


	Billions of yen				% Change
	For the three months ended				(B-A)/(A)
	June 30, 2014 (A)		June 30, 2015 (B)		(B-A)/(A)
Net revenue		106.9		130.7		22.3
Non-interest expenses		75.3		79.8		6.0

Income (loss) before income taxes		31.6		50.9		61.0

ii.	Asset Management

Net revenue increased by 15.3% from the same period in the prior year to 26.9 billion yen. Non-interest expenses increased by 0.7% to 15.2 billion yen. As a result, income before income taxes increased by 42.0% to 11.7 billion yen. Assets under management were 41.4 trillion yen as of June 30, 2015, an increase of 2.1 trillion yen from March 31, 2015.

In addition, Nomura’s⁷ share of the public investment trust market in Japan as of June 30, 2015 was 24.6%⁸. Also as of June 30, 2015, Nomura’s⁷ share in Japan of public stock investment trusts was 21%⁸, while Nomura’s⁷ share of public bond investment trusts was 42%⁸.

Operating Results of Asset Management


	Billions of yen				% Change
	For the three months ended				(B-A)/(A)
	June 30, 2014 (A)		June 30, 2015 (B)		(B-A)/(A)
Net revenue		23.3		26.9		15.3
Non-interest expenses		15.1		15.2		0.7

Income (loss) before income taxes		8.3		11.7		42.0

⁶	Includes annuity insurance.

⁷	Nomura Asset Management Co., Ltd. only.

⁸	Source: The Investment Trusts Association, Japan.

iii.	Wholesale

Net revenue increased by 8.6% from the same period in the prior year to 205.2 billion yen (84.1 billion yen from Fixed Income, 92.1 billion yen from Equities, and 29.0 billion yen from Investment Banking). Non-interest expenses increased by 1.3% to 185.5 billion yen. As a result, income before income taxes was 19.7 billion yen, an increase of 242.6% from the same period in the prior year.

Operating Results of Wholesale


	Billions of yen				% Change
	For the three months ended
	June 30, 2014 (A)		June 30, 2015 (B)		(B-A)/(A)
Net revenue		188.9		205.2		8.6
Non-interest expenses		183.1		185.5		1.3

Income (loss) before income taxes		5.7		19.7		242.6

iv.	Other Operating Results

Net revenue was 52.2 billion yen. Income before income taxes was 14.7 billion yen.

Other Operating Results


	Billions of yen				% Change
	For the three months ended
	June 30, 2014 (A)		June 30, 2015 (B)		(B-A)/(A)
Net revenue		48.3		52.2		8.3
Non-interest expenses		45.7		37.5		(17.8	)

Income (loss) before income taxes		2.6		14.7		475.5

Business Segment Information

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


	Millions of yen				% Change
	For the three months ended
	June 30, 2014 (A)		June 30, 2015 (B)		(B-A)/(A)
Net revenue

Business segment information:
Retail		106,865		130,689		22.3
Asset Management		23,338		26,917		15.3
Wholesale		188,886		205,184		8.6

Subtotal		319,089		362,790		13.7
Other		48,252		52,244		8.3

Net revenue		367,341		415,034		13.0

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		3,497		8,998		157.3

Net revenue		370,838		424,032		14.3

Non-interest expenses

Business segment information:
Retail		75,257		79,790		6.0
Asset Management		15,064		15,171		0.7
Wholesale		183,145		185,513		1.3

Subtotal		273,466		280,474		2.6
Other		45,698		37,546		(17.8	)

Non-interest expenses		319,164		318,020		(0.4	)

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

Non-interest expenses		319,164		318,020		(0.4	)

Income (loss) before income taxes

Business segment information:
Retail		31,608		50,899		61.0
Asset Management		8,274		11,746		42.0
Wholesale		5,741		19,671		242.6

Subtotal		45,623		82,316		80.4
Other*		2,554		14,698		475.5

Income (loss) before income taxes		48,177		97,014		101.4

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		3,497		8,998		157.3

Income (loss) before income taxes		51,674		106,012		105.2

*	Major components

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

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


	Millions of yen						% Change
	For the three months ended
	June 30, 2014 (A)			June 30, 2015 (B)			(B-A)/(A)
Net gain (loss) related to economic hedging transactions		6,919			(2,553	)		—
Realized gain (loss) on investments in equity securities held for operating purposes		2,853			188			(93.4	)
Equity in earnings of affiliates		3,499			13,831			295.3
Corporate items		(3,093	)		(3,940	)		—
Other		(7,624	)		7,172			—

Total		2,554			14,698			475.5

RATIO OF EARNINGS TO FIXED CHARGES AND COMPUTATION THEREOF

The following table sets forth the ratio of earnings to fixed charges of Nomura for the three months ended June 30, 2015, in accordance with U.S. GAAP.


	Millions of yen
	For the three months ended June 30, 2015
Earnings:
Pre-tax income from continuing operations before adjustment for income or loss from equity investees	¥	92,033
Add: Fixed charges		84,416
Distributed income of equity investees		5,624

Earnings as defined	¥	182,073

Fixed charges	¥	84,416
Ratio of earnings to fixed charges⁹		2.2

⁹

For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of pre-tax income before adjustment for income or loss from equity investees, plus (i) fixed charges and (ii) distributed income of equity investees. Fixed charges consist of interest expense. Fixed charges exclude premium and discount amortization as well as interest expense, which are included in Net gain (loss) on trading. Fixed charges also exclude interest within rent expense, which is insignificant.

Disclaimers

•

Nothing in this document shall be considered as an offer to sell or solicitation of an offer to buy any security, commodity or other instrument, including securities issued by Nomura or any affiliate thereof. Offers to sell, sales, solicitations to buy, or purchases of any securities issued by Nomura or any affiliate thereof may only be made or entered into pursuant to appropriate offering materials or a prospectus prepared and distributed according to the laws, regulations, rules and market practices of the jurisdictions in which such offers or sales may be made.

•

No part of this document shall be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Nomura.

•

The information and opinions contained in this document have been obtained from sources believed to be reliable, but no representations or warranty, express or implied, are made that such information is accurate or complete and no responsibility or liability can be accepted by Nomura for errors or omissions or for any losses arising from the use of this information.

•

This document contains statements that may constitute, and from time to time our management may make “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any such statements must be read in the context of the offering materials pursuant to which any securities may be offered or sold in the United States. These forward-looking statements are not historical facts but instead represent only Nomura’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside Nomura’s control. Important factors that could cause actual results to differ from those in specific forward-looking statements include, without limitation, economic and market conditions, political events and investor sentiments, liquidity of secondary markets, level and volatility of interest rates, currency exchange rates, security valuations, competitive conditions and size, and the number and timing of transactions.

•

The review process of the quarterly consolidated financial statements for this period has not been completed by the independent auditors at the point of disclosing this Supplement for Financial Summary. As a result of such review, certain of the information set forth herein could be subject to revision, possibly material, in Nomura’s Quarterly Securities Report on Form 6-K for the period ended June 30, 2015.

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