Daiwa Securities Group Inc
01 June 2006
PART 2
(7) Compensation for independent accounting auditors
1) Aggregated amount of compensation to be paid to independent auditors of the
Company and its subsidiaries: 232 million yen
2) Aggregated amount for the Company and its subsidiaries to pay to independent
auditors in consideration of their duties provided in Article 2, Paragraph 1
of Certified Public Accountant Law (audit certification duty), which is
included in the amount of paragraph 1) above: 194 million yen
3) Amount for the Company to pay to independent auditors as financial auditors'
fee, which is included in the amount of paragraph 2) above: 38 million yen
(Note) The audit contract between the Company and independent auditors, audit
fees under the Previous Commercial Code Special Exception Law and under
the Security Exchange Law, are not clearly distinguished, and
essentially it is not possible to categorize them. Accordingly, the
amount in paragraph 3) is an aggregate amount of these.
III. Significant Events Occurring after the Fiscal Year-End
Not applicable.
(Note 1)
Figures in this Business Report are figures in which digits after
the final shown digit have been omitted.
(Note 2)
This Business report is prepared in accordance with provisions of
the Previous Commercial Code Special Exception Law and the Previous Commercial
Code Enforcement Regulations, pursuant respectively to the provisions of Article
99 and Article 56 of the Act for Amendments upon Enforcement of Corporation Law.
(Note 3)
Those matters which can be described in years of the Group are
described in years of the Group, rather than in years of the Company on a
standalone basis.
Consolidated Balance Sheets
(As of March 31, 2006 and 2005)
(Millions of yen)
2006 2005 2006 2005
Assets Liabilities
Current assets: 14,392,393 11,936,024 Current liabilities: 12,812,909 10,685,604
Cash and time deposits 407,889 398,688 Notes payable and trade 5,138 3,369
accounts payable
Cash segregated as deposits 297,878 153,516 Trading liabilities: 4,879,188 3,658,544
Notes receivable and trade 11,368 8,635 Trading securities and 3,321,855 3,196,633
accounts receivable others
Securities 20,205 15,037 Derivative liabilities 1,557,332 461,911
Trading assets: 6,162,242 5,242,319 Trade date accrual 302,572 -
Trading securities and other 4,491,212 4,690,548 Payables related to 197,482 141,972
margin transactions:
Derivative instruments assets 1,671,029 551,771 Loans from securities 7,569 2,981
finance companies for
margin
Trade date accrual - 9,419 Proceeds of securities 189,912 138,991
sold for margin
transactions
Venture capital investment 390,917 149,598 Payable on collateralized 4,744,007 3,877,730
securities securities transactions:
Allowance for possible -8,496 -7,051 Cash deposits as 4,525,203 3,687,840
investments losses collateral for securities
loaned
Other inventories 2,271 816 Payables related to 218,803 189,890
gensaki transactions
Receivables related to margin 563,537 312,144 Deposits received 166,508 110,415
transactions:
Loans receivable from customers 359,331 126,686 Cash deposits received 99,224 53,302
for margin trading from customers
Cash deposits as collateral for 204,206 185,457 Acceptance pending 20,188 138,288
securities borrowed from securities accounts
securities finance companies
Receivables on collateralized 6,274,505 5,348,915 Short-term borrowings 1,795,320 2,295,928
securities transactions:
Cash deposits as collateral for 6,274,385 5,348,915 Commercial paper 234,210 200,220
securities borrowed
Receivables related to gensaki 120 - Bonds due within one year 80,207 129,401
transactions
Advances 25,940 11,458 Convertible bonds due 79,193 -
within one year
Securities failed to deliver/ 25,717 130,176 Accrued income taxes 73,779 10,596
receive
Short-term loans receivable 59,997 75,781 Deferred income tax 2,898 951
liabilities -
current
Accrued income 36,558 17,463 Accrued bonuses 41,713 22,811
Deferred income tax - 20,187 9,076 Other current liabilities 91,273 42,071
current
Other current assets 101,965 60,354 Non-current liabilities: 1,049,956 850,180
Allowance for doubtful accounts -293 -328 Bonds 819,559 666,136
- current
Non-current assets: 506,497 442,937 Convertible bonds - 79,985
Tangible fixed assets 126,531 137,619 Long-term borrowings 167,952 74,195
Intangible fixed assets 68,813 62,052 Deferred income tax 39,007 6,225
liabilities - non-current
Investment and others: 311,153 243,265 Accrued retirement 19,912 19,173
benefits
Investment securities 249,647 178,163 Other non-current 3,525 4,465
liabilities
Long-term loans receivable 11,866 11,681 Statutory reserves 7,024 5,650
Long-term guarantee deposits 23,538 23,410 Total Liabilities 13,869,891 11,541,435
Deferred income tax assets 9,300 12,839 Minority interests 236,718 189,193
- non-current
Other investments 18,651 25,715 Stockholders' equity
Allowance for doubtful accounts -1,851 -8,546 Common stock 138,828 138,432
- non-current
Capital surplus 118,339 117,941
Earned surplus 476,216 362,948
Net unrealized gain on 72,694 35,674
securities, net of tax
effect
Translation adjustments 863 -5,877
Treasury stock -14,660 -786
Total Stockholders' 792,281 648,332
equity
Total assets 14,898,890 12,378,961 Total liabilities, 14,898,890 12,378,961
minority interests and
stockholders' equity
Consolidated Income Statements
(For the years ended March 31, 2006 and 2005)
(Millions of yen)
2006 2005
ORDINARY INCOME AND EXPENSES
Operating Profits and Losses
Operating revenues: 845,659 519,337
Commissions 309,188 216,386
Net gain on trading 224,912 151,117
Net gain on private equity and other securities 21,539 -
Net gain on trading of private equity and other securities - 171
Interests and dividend income 245,210 118,019
Other sales revenues 44,808 33,641
Interest expenses 231,572 103,676
Cost of sales 34,729 25,228
Net operating income 579,358 390,432
Selling, general and administrative expenses: 325,199 275,544
Commission and other expenses 63,909 46,720
Employees' compensation and benefits 171,061 142,751
Real estate expenses 32,659 32,697
Data processing and office supplies 17,273 16,804
Depreciation expenses 22,640 22,129
Taxes other than income taxes 8,071 6,755
Others 9,582 7,685
Operating income 254,159 114,887
Non-operating income 8,697 7,909
Non-operating expenses 2,204 2,363
Ordinary income 260,651 120,433
Extraordinary Gains and Losses
Extraordinary gains: 14,825 9,552
Gain on sale of fixed assets - 2,000
Gain on liquidation of affiliates - 599
Gain on sale of related companies' stock 3,714 -
Gain on sale of investment securities 6,385 6,451
Gain on redemption of bonds with stock purchase warrant - 501
Gain on change in interest in subsidiaries 4,725 -
Extraordinary losses: 17,122 17,383
Loss on litigation settlement 1,279 -
Write-down of related companies' stocks - 40
Write-down of investment securities 499 3,430
Valuation loss on fixed assets - 114
Loss on sale of fixed assets 548 1,535
Loss on impairment of fixed assets 6,850 -
Extraordinary depreciation 4,439 -
Loss on liquidation of related companies - 650
Loss on sale of investment securities 69 892
Loss on sale of loan receivables - 7,595
Provision for doubtful accounts - 1,638
Reorganization costs for reformation of overseas banking subsidiaries - 779
Foreign exchange loss from overseas subsidiary capital reduction 1,563 -
Costs for affiliates' withdrawal from pension fund - 188
Provision for securities transaction liabilities 1,374 517
Contribution to the Securities Market Infrastructure Improvement Fund 200 -
Others 297 -
Income before Income tax and others 258,355 112,603
Income taxes - current 77,675 11,933
Income taxes - deferred 391 28,233
Minority interest in income -40,339 -19,770
Net Income (loss) 139,948 52,665
Notes to the Consolidated Financial Statements
The Company prepared the Consolidated Financial Statements in conformity with
provisions of 'Cabinet Office Ordinance Regarding Securities Companies' (Prime
Minister's Office Ordinance of 1998, Ministry of Finance Ordinance No. 32) and
gUniform Accounting Standards for Securities Companiesh (set by the board of
directors of the Japan Securities Dealers Association on November 14, 1974),
applicable to the balance sheets and income statement of the companies who
operate securities brokerages, which is our corporate group's core business, as
well as the previous 'Commercial Code Enforcement Regulations' (Ministry of
Justice Ordinance No. 22, 2002.) before its amendment by Article 10 of the
supplementary provision of the 'Corporation Law Enforcement Regulations'
(Ministry Justice Ordinance No. 12, 2006).
The figures in the financial statements are expressed in millions of yen, with
amounts of less than one million omitted.
(Basis of Preparation of the Consolidated Financial Statements)
1. The scope of consolidation
(1) The status of consolidated subsidiaries
The number of consolidated subsidiaries: 46 companies
Major consolidated subsidiaries:
Daiwa Securities Co. Ltd.
Daiwa Securities SMBC Co. Ltd.
Daiwa Asset Management Co. Ltd.
Daiwa Institute of Research Ltd.
Daiwa Securities Business Center Co., Ltd.
Daiwa Property Co., Ltd.
NIF SMBC Ventures Co., Ltd.
Daiwa Securities SMBC Europe Limited
Daiwa America Corporation
Daiwa Securities America Inc.
Daiwa Securities SMBC Asia Holdings B.V.
Daiwa Securities SMBC Hong Kong Limited
Daiwa Securities SMBC Singapore Limited
One domestic non-consolidated subsidiary is added to the scope of consolidation
due to its increased materiality on the consolidated financial statement. One
domestic consolidated subsidiary is excluded from the scope of consolidation, as
two domestic consolidated subsidiaries merged with a domestic non-consolidated
subsidiary during the current fiscal year.
(2) The status of non-consolidated subsidiaries
Major non-consolidated subsidiaries:
Daiwa Software Research Co., Ltd.
The reason for exclusion:
The aggregated amount of respective non-consolidated subsidiary's total assets,
operating profits (or sales amount), current term's net profits/losses (matching
amount to its share) and earned surplus (matching amount to its share) shall
have an immaterial impact on the consolidated financial statements and have no
significance as a whole.
(3) Some companies are not made into subsidiaries regardless of the Company's
ownership of the majority of the voting rights. The number of such companies,
name of the major companies and the reason for not being made into subsidiaries
are as follows:
The number of the companies: 3 companies
Major companies not made into subsidiaries:
Mitsui Kanko Development Co.,Ltd.
Meisei Electric Co., Ltd.
The reason for not being made into subsidiaries:
Some consolidated subsidiaries have acquired and owned these companies for the
purpose of operating principal finance business and venture capital business,
and not for the purpose of affiliation to the Group.
2. Application of the equity method
(1) Number of non-consolidated subsidiaries under the equity method: 0
(2) Number of affiliated companies under the equity method: 5 companies
Major affiliated companies under the equity method:
Daiwa SB Investments Ltd.
Daiwa SMBC-SSC Securities Co.,Ltd
Totan Holdings Co., Ltd.
The Tokyotanshi Co., Ltd.
One company is newly added to the scope of equity method due to purchase of
shares during the current fiscal year. One affiliate is excluded from the scope
of equity method due to merger with a domestic consolidated subsidiary during
the current fiscal year.
(3) Non-consolidated subsidiaries and affiliates not under the equity method
Major non-consolidated subsidiaries not under the equity method:
Daiwa Software Research Co., Ltd.
Major affiliates not under the equity method
Daiko Denshi Tsushin Ltd.
The reason not under the equity method:
The aggregated amount of respective non-consolidated subsidiaries' and
affiliates' current term's net profits/losses (matching amount to its share) and
earned surplus (matching amount to its share) shall have an immaterial impact on
the consolidated financial statements and have no significance as a whole.
As to the companies under the equity method and having a different
fiscal year from the consolidated fiscal year, the financial statements for such
companies' fiscal year are reflected.
(4) Some companies are not made into affiliates regardless of the Company's
ownership of 20% to less than 50% of the voting rights. The number of such
companies, name of the major companies and the reason for not being made into
affiliates are as follows:
The number of the companies: 12 companies:
Major companies not made into affiliates
Sanyo Electric Co., Ltd.
Sumitomo Mitsui Construction Co., Ltd.
Maruzen Company, Limited
OGIHARA CORPORATION
The reason for not being made into affiliates:
Some consolidated subsidiaries have acquired and owned these companies for the
purpose of operating principal finance business and venture capital business,
and not for the purpose of affiliation to the Group through personnel
management, financial resources, technology, transactions, etc.
3. Fiscal year of consolidated subsidiaries
Fiscal years of consolidated subsidiaries are as follows:
March 45 companies
December 1 company
As to the company whose fiscal year ends on December 31 (DBP-Daiwa Securities
SMBC Philippines, Inc.), the financial statements as of its settlement date have
been reflected, and as to any significant transactions that arose during the
period between its settlement date and the consolidated settlement date,
adjustments deemed necessary under consolidation were added.
4. Accounting Policies
(1) Valuation standards and methods for major assets
<1> Valuation standards and methods for securities, classified as trading
assets
The domestic consolidated subsidiaries' securities and derivative instruments
classified as trading assets are recorded at market value, and the overseas
consolidated subsidiaries' securities and derivative instruments classified as
trading assets are recorded primarily at market value.
<2> Valuation standards and methods for securities and other assets not
classified as trading assets
Securities not classified as trading assets are as follows:
a) Securities intended to be held for trading purposes
Valued at market value (cost is determined based on moving average method).
b) Hold-to-maturity bonds
Valued at amortized cost
c) Other securities
Securities with market value are valued at market value on the consolidated
settlement date (net unrealized gains are recorded directly in shareholders'
equity, while cost is determined primarily based on moving average method), and
securities without market quotations are valued at cost using the moving average
method. Investment to investment limited partnerships, etc. are recorded as
'Venture capital investment securities' or 'Investment securities' at net asset
values based on the partnerships' financial statements in proportion to the
Company's share, and share of net unrealized profits and losses on securities
held by the partnerships is directly posted into stockholders' equity.
Further, some portion of securities and operating investment securities held by
some of consolidated subsidiaries are included in current assets.
<3> Valuation standards and methods for other inventories
Carried at cost, primarily based on the specific identification method.
(2) Depreciation and amortization
<1> Tangible fixed assets
In general, the Company and its domestic consolidated subsidiaries has applied
the declining-balance method. However, the straight-line method is applied to
buildings acquired after April 1, 1998 (excluding building fixtures). Years of
useful life are determined primarily in accordance with methods stipulated by
the Corporation Tax Law. The overseas' consolidated subsidiaries primarily
adopt straight-line method.
<2> Intangible fixed assets, investments and other assets
Computed primarily based on the straight-line method. Years of useful life are
determined primarily in accordance with methods stipulated by Corporate Tax Law.
However, for software (internal use), the Company adopts the straight-line
method based on the expected useful life determined by the Company (5 years).
(Additional Information)
The removal of the headquaters of the Company and some consolidated subsidiaries
has been resolved. The useful lives of buildings and equipment for those
headquarters are shortened up to the removal. Extraordinary depreciation of
4,439 million yen was recorded as extraordinary losses, due to shortened useful
lives. 'Income before Income taxes and others' decreased by that amount as a
result.
(3) Accounting principles for major deferred assets
Costs of issuing new stocks and bonds are recorded as costs and expenses when
incurred.
(4) Accounting standards for major allowances and reserves
<1> Allowance for doubtful accounts
To provide for potential losses from loans, the Company and its consolidated
subsidiaries estimate provisions for performing loans based on historical
default ratio, and for doubtful accounts and failed loans using assessment of
financial status method.
<2> Allowance for possible investment losses
To provide for potential losses on operational investment securities held at the
consolidated fiscal year end, some consolidated subsidiaries estimated
provisions for possible losses assessing the status of invested companies.
<3> Accrued bonuses
To provide for payments of bonuses to the Company's officers, employees and its
consolidated subsidiaries' employees, projected payment amounts as of the end of
consolidated fiscal year were accounted based on the respective company's
calculation standards.
<4> Accrued retirement benefits
To provide for employees' retirement benefits payments, the Company and most of
its domestic consolidated subsidiaries provide obligated amounts at the
consolidated fiscal year end based on the Company's retirement benefit policy.
This is because salary increases in the future do not cause changes in benefit
obligations, and service costs are vested for all individuals for each fiscal
year in accordance with their contributions, capabilities, achievements, etc.
Some of the consolidated subsidiaries appropriat the amounts deemed to have
accrued as of the current fiscal year-end based on the projected retirement
benefits obligations at year-end. With respect to closed pension funds, which
benefits are provided only to pensioners, the Company recognizes pension
expenses, which are deemed to have accrued as of year-end based on projected
benefit obligations and pension assets.
(5) Accounting principles for major lease transactions
Finance leases other than those whereby the ownership of the assets would be
transferred to lessees at the end of the lease period are primarily accounted
for as ordinary rental transactions.
(6) Primary accounting method for hedging
Marked-to-market profits and losses on hedging instruments are principally
deferred as assets or liabilities until the profits or losses on the hedged
instruments are realized. Interest received or paid on certain eligible
interest swaps for hedging purposes is accrued without being marked-to-market.
The premium or discount on forward foreign exchange for hedging purpose is
allocated to each fiscal term without being marked-to-market.
In order to avoid interest rate fluctuation risk and foreign exchange
fluctuation risk associates with some of the borrowings and issued corporate
bonds, the Company and some of its consolidated subsidiaries hedge with
derivatives instruments such as interest rate swaps, currency swaps and similar
transactions. The effectiveness of hedging is evaluated based upon the
correlation between the aggregated amount of fair value or cash flow of hedging
instrument and the aggregated amount of fair value or cash flow of hedged
transaction.
(7) Other principles of consolidated financial statements
<1> Accounting method for consumption taxes
Consumption taxes and local consumption taxes are accounted for using the
net-of-tax method.
<2> Application of the consolidated tax payments system
The consolidated tax payments system has been applied designating the Company,
Daiwa Securities SMBC Co., Ltd. and NIF SMBC Ventures Co., Ltd. as parent
companies of the consolidated tax payments.
5. Valuation of consolidated subsidiaries' assets and liabilities
Comprehensive market value evaluation method has been applied to valuate
consolidated subsidiaries' assets and liabilities.
6. Amortization of consolidated adjustment accounts
Consolidated adjustment accounts are amortized in a lump sum when incurred due
to the immateriality in amount.
(Notes to Consolidated Balance Sheets)
1. Accumulated depreciation of tangible fixed assets was 105,753 million yen.
2. Allowance for doubtful accounts, 8,277 million yen is the amount offset by
the amount of loan receivable.
3. Assets pledged as collateral
Trading asset 997,505 million yen
Venture capital investment securities 24
Short-term loans receivable 42,633
Other current assets 3,457
Investment Securities 99,671
Total 1,143,291
Liabilities secured
Loans from securities finance companies for margin 7,569 million yen
Short-term borrowings 1,045,300
Long-term borrowings 30
Total 1,052,899
(Note)
The amounts above correspond to the amount on the consolidated
balance sheet. In addition to the above pledged assets, borrowed securities of
384,371 million yen are also pledged as collateral.
4. Market value of securities pledged as collateral
Lending securities under agreements of loan for consumption 5,613,009 million yen
Securities sold by gensaki transactions 218,580
Others 713,788
Total 6,545,377
(Note) 3. Assets classified in pledged assets are excluded.
5. Market value of securities accepted as collateral
Borrowed securities under agreements of loan for consumption 8,251,238 million yen
Securities purchased by gensaki transactions 120
Others 578,147
Total 8,829,506
6. Liabilities on guarantees 2,506 million yen
The balance of consolidated subsidiaries' loan commitments not executed is
85,105 million yen.
7. Provisions of the law stipulated reserves and appropriation of same under
Special Laws
Securities Trading Liabilities Reserve:
7,024 million yen Securities Exchange Law No. 51
Financial Future Trading Liabilities Reserve:
0 million yen Financial Future Trading Law No. 81
8. Total shares issued and outstanding as of year end:
Common stocks 1,332,460 thousand shares
Treasury stock held as of year end: Common stocks 11,295 thousand shares
(Notes to Consolidated Income Statement)
1. Loss on impairment of fixed assets
Among properties of continuing use, such properties with unique feature as
retail stores are grouped in according with classification on administrative
accounting.
Book values of properties rapidly decreasing its profitability, with
changes of its use, downslide of land value or decline in operating ratio, were
reduced to the recoverable value, and such amount of reduction, 6,580 million
yen, was recorded as gLoss on impairment of fixed assetsh in extraordinary
losses.
2. Net income per share for the current term
Net income per share for the current term: 103.90 Yen
(Note) Basis of calculation of net income per share for the current term
Current term's net income: 139,948 million yen
Amount not allocated to common stock shareholders: 1,862 million yen
(Includes directors' bonuses) (1,862 million yen)
Current term's net income allocated to common stock shareholders: 138,085 million yen
Average number of common stock outstanding during the term: 1,328,967 shares
(Change in presentation methods)
The profits and losses related to the investment limited partnerships, etc. had
been included in 'Interests and dividend income' until fiscal 2004, but those
are included in 'Net gain (loss) on private equity and other securities' since
the beginning of the current fiscal year. As a result, 'Interests and dividend
income' decreased by 17,142 million yen, due to this change in presentation.
(English Translation of the Auditors' Report Originally Issued in the Japanese Language)
Independent Auditors' Report
May 12, 2006
The Board of Directors
Daiwa Securities Group Inc.
KPMG AZSA & Co.
Toshiharu Kawai (Seal)
Designated and Engagement Partner
Certified Public Accountant
Takumi Horiuchi (Seal)
Designated and Engagement Partner
Certified Public Accountant
Youichi Ozawa (Seal)
Designated and Engagement Partner
Certified Public Accountant
We have audited the consolidated statutory report, that is the consolidated
balance sheet and the consolidated income statement, of Daiwa Securities Group
Inc. for the 69th business year from April 1, 2005 to March 31, 2006 in
accordance with Article 21-32(2) of the 'Law for Special Exceptions to the
Commercial Code Concerning Audit, etc. of Kabushiki Kaisha'. The consolidated
statutory report is the responsibility of the Company's management. Our
responsibility is to express an opinion on the consolidated statutory report
based on our audit as independent auditors.
We conducted our audit in accordance with auditing standards generally accepted
in Japan. Those auditing standards require us to obtain reasonable assurance
about whether the consolidated statutory report is free of material
misstatement. An audit is performed on a test basis, and includes assessing the
accounting principles used, the method of their application and estimates made
by management, as well as evaluating the overall presentation of the
consolidated statutory report. We believe that our audit provides a reasonable
basis for our opinion. Our audit procedures also include those considered
necessary for the Company's majority-owned subsidiaries.
As a result of the audit, in our opinion, the consolidated statutory report
referred to above presents fairy the consolidated financial position of Daiwa
Securities Group Inc. and consolidated subsidiaries, and the consolidated
results of their operations in conformity with related laws and regulations and
the Articles of Incorporation of the Company.
Our firm and engagement partners have no interest in the Company which should be
disclosed pursuant to the provisions of the Certified Public Accountants Law of
Japan.
(English Translation of the Auditors' Report Originally Issued in the Japanese Language)
Audit Report on the Consolidated Financial Documents
The Audit Committee conducted an audit of the consolidated Balance Sheet and the
consolidated Income Statement for the 69th business year starting from April 1,
2005 to March 31, 2006 (hereinafter called, the 'Consolidated Financial
Documents'). We hereby make a report on the outcome.
1. Outline of Auditing Procedures
Based on the policies established by the Audit Committee and in accordance with
the allocation of responsibilities among Audit Committee members, the Audit
Committee received reports and explanations from the executive officers and the
independent auditors on the Consolidated Financial Documents, and reviewed them.
As to the subsidiaries, we have asked for reports concerning their
accounting as needed, and received reports and explanations on their businesses
and status of assets from the executive officers in charge of the said
subsidiaries.
2. Conclusions of the Audit
(1) We affirm that the methods and the conclusions of the audit by KPMG AZSA & Co., the independent auditors, are
appropriate.
(2) As a result of the investigation of the subsidiaries, we affirm that the Consolidated Financial Documents contain
nothing to be pointed out.
Dated: May 17, 2006
Audit Committee
Daiwa Securities Group Inc.
Committee Chairperson (Full time)
Kenji Hayashibe
Committee Member
Keisuke Kitajima
Committee Member
Koichi Uno
(Note)
Messrs. Keisuke Kitajima and Koichi Uno are the outside directors
provided under the provision of Article 21-8, Paragraph 4 of the previous 'Law
for Special Exceptions to Commercial Code Concerning Audits, etc. of Kabushiki
Kaisha.'
Non-Consolidated Balance Sheets
(As of March 31, 2006 and 2005)
(Millions of yen)
2006 2005 2006 2005
(reference (reference
only) only)
Assets Liabilities
Current assets: 313,632 227,816 Current liabilities: 278,064 263,444
Cash and time deposits 129,130 117,897 Short-term borrowings 62,235 67,710
Securities 3,542 - Commercial paper - 25,000
Short-term loans receivable 133,404 87,369 Bonds due within one year - 100,000
Accounts receivable 44,244 17,728 Convertible bonds due within 79,193 -
one year
Accrued income 753 1,845 Payable on collateralized 132,112 66,855
securities transactions
Deferred income tax assets 564 1,886 Accrued income taxes 176 138
- current
Other current assets 1,993 1,088 Accrued bonuses 1,613 769
Non-current assets: 911,010 860,849 Other current liabilities 2,734 2,970
Tangible fixed assets: 10,026 10,187 Non-current liabilities: 332,754 252,105
Buildings 566 610 Bonds 236,400 124,900
Appliances and fixtures 2,564 2,682 Convertible bonds - 79,985
Land 6,895 6,895 Long-term borrowings 49,000 37,000
Intangible fixed assets: 755 717 Long-term cash deposits 4,042 4,100
received
Telephone subscription rights 755 717 Deferred income tax liabilities 38,739 1,916
and others - non current
Investments and others: 900,228 849,944 Accrued retirement benefits 2,361 3,408
Investment securities 207,416 121,880 Other non-current liabilities 2,211 793
Shares of subsidiaries 499,517 536,328 Total liabilities 610,819 515,549
Long-term loan receivable 170,946 171,406 Stockholders' equity
Long-term guarantee deposits 12,885 12,471 Common stock 138,828 138,432
Other investments 9,911 8,351 Capital surplus: 118,339 117,941
Allowance for doubtful -449 -494 Additional paid-in capital 118,182 117,786
accounts
Other capital surplus reserve: 156 154
Net gains on disposal of 156 154
treasury stock
Earned surplus: 314,133 289,409
Earned surplus reserve 45,335 45,335
Voluntary reserve: 218,000 218,000
Special reserve 218,000 218,000
Unappropriated retained 50,798 26,074
earnings
Net unrealized gain on 57,183 28,119
investment securities, net of
tax effect
Treasury stock -14,660 -786
Total stockholders' equity 613,824 573,115
Total assets 1,224,643 1,088,665 Total liabilities and 1,224,643 1,088,665
stockholders' equity
Non-Consolidated Income Statements
(For the years ended March 31, 2006 and 2005)
(Millions of yen)
2006 2005
(reference
only)
Operating revenues: 35,215 26,236
Dividends from related companies 32,257 19,136
Interest on loans to related companies 2,805 3,704
Other interest and dividend income - 100
Royalty on trademarks - 3,295
Others 152 -
Operating expenses: 12,181 12,352
Selling, general and administrative expenses: 9,210 7,731
Commission and other expenses 1,747 917
Employees' compensation and benefits 4,130 3,650
Real estate expenses 614 681
Data processing and office supplies 855 870
Depreciation expenses 350 428
Others 1,512 1,182
Interest expenses 2,971 4,620
Operating income 23,033 13,884
Non-operating income 2,841 2,669
Non-operating expenses 733 251
Ordinary income 25,140 16,302
Extraordinary gains: 9,681 9,149
Gain on sale of fixed assets - 20
Gain on liquidation of related companies 1,200 5,529
Gain on sale of shares of subsidiaries 6,146 27
Gain on sales of investment securities 2,333 3,070
Gain on redemption of bonds with stock purchase warrant - 501
Extraordinary losses: 3,255 3,396
Loss on litigation settlement 1,279 -
Write-down of investment securities 75 3,077
Loss on sales of investment securities 4 -
Valuation loss of fixed assets - 52
Loss on sales or disposal of fixed assets 120 116
Provision for doubtful accounts 211 150
Foreign exchange loss from overseas subsidiary capital reduction 1,563 -
Income before taxes and other adjustment 31,566 22,055
Income taxes - current -37,973 -8,064
Income taxes - deferred 18,205 -2,109
Net income 51,335 32,228
Unappropriated retained earnings-carry forward 15,429 498
Interim dividends 15,966 6,653
Unappropriated retained earning at ending 50,798 26,074
Notes to the Non-Consolidated Financial Statements
The financial statements are prepared in accordance with provisions of the
previous 'Commercial Code Enforcement Regulations' (Ministry of Justice
Ordinance No. 22, 2002, hereinafter 'Previous Commercial Code Enforcement
Regulation') before its amendment by Article 10 of the supplementary provision
of the 'Corporation Law Enforcement Regulations' (Ministry of Justice Ordinance
No. 12, 2006).
Dividends and interest received from related companies are identified as
'Dividends from related companies' and 'Interest on loans to related companies'
to correspond to the role of a holding company.
The figures in the financial statement are expressed in millions of yen, with
amounts of less than one million omitted.
(Significant Accounting Policies)
1. Valuation standards and methods of securities
(1) Securities intended to be held for trading purposes are valued at market
value using the moving average method.
(2) Subsidiaries' stocks and affiliated companies' stocks are valued at cost
using the moving average method.
(3) Other securities with fair value are valued at market value based on
quoted market price as of the end of the fiscal year. (Valuation differences
are booked directly in shareholders' equity, and the costs of securities sold
are calculated based on the moving average method). Securities without fair
value are recorded at cost using the moving average method. Investment to
investment limited partnerships, etc. are recorded as 'Investment securities' at
net asset values based on the partnerships' financial statements in proportion
to the Company's share, and share of net unrealized profits and losses on
securities held by the partnerships is directly posted into stockholders'
equity.
2. Depreciation of fixed assets
Tangible fixed assets
Declining-balance method is applied. As to the buildings (excluding building
fixtures) acquired after April 1, 1998, straight-line method is applied. Years
of useful lives are determined based on the same methods and standards
stipulated by the Corporate Tax Law.
Intangible fixed assets, investments and other assets
Straight-line method is applied. Years of useful lives are determined based on
the same methods and standards stipulated by the Corporate Tax Law. However,
for software (in-house use), the Company adopts the straight-line method based
on expected useful life determined by the Company (5 years).
3. Allowance for doubtful accounts
To provide for potential losses from doubtful accounts, a historical default
ratio is applied for normal loans, and a specific reserve is applied for
doubtful and failed loans.
4. Accrued bonuses
To provide for bonus payments for officers and employees, the current term's
share of projected payment amounts is accrued based on the calculation standards
of the Company's bylaws.
5. Accrued retirement benefits
To provide for employees' retirement benefits payments, the Company calculated
the obligated amount at fiscal year-end based on the Company's retirement
benefit policy. This is because salary increases in the future do not cause
changes in benefit obligations, and service costs are vested for all individuals
for each fiscal year in accordance with their contributions, capabilities,
achievements, etc. With respect to closed pension funds, which benefits are
provided only to pensioners, the Company recognizes the amount deemed to have
accrued as of year-end based on projected benefit obligations and pension
assets.
6. Accounting for certain lease transactions
Finance leases other than those whereby the ownership of the assets would be
trans'erred to lessees at the end of the lease period are primarily accounted
for as ordinary rental transactions.
7. Method for hedge accounting
Marked-to-market profits and losses on hedging instruments are principally
deffered as assets or liabilities until the profits or losses on the hedged
instruments are realized. Interest received or paid on certain eligible
interest swaps for hedging purposes is accrued without being marked-to-market.
The premium or discount on forward foreign exchange for hedging purposes is
allocated to each fiscal term without being marked-to-market.
In order to avoid interest rate fluctuation risk and foreign exchange
fluctuation risk associate with some of the borrowings and issued corporate
bonds, the Company hedge with derivatives instruments such as interest rate
swap, currency swaps and similar transactions. The effectiveness of hedging is
evaluated based upon the correlation between the aggregated amount of fair value
or cash flow of hedging instrument and the aggregated amount of fair value or
cash flow of hedged transaction.
8. Accounting method for consumption taxes
Consumption taxes and local consumption taxes are accounted for using the
net-of-tax method.
9. Application of the consolidation tax payment system
The consolidated tax system is applied.
10. Deferred Assets
Cost for issuance of new stocks and bonds are fully expensed as incurred.
11. Earned surplus reserve
Pursuant to Article 58 of the Securities and Exchange Law (prior to the
amendment by Law No. 107, 1998, which became effective on December 1, 1998) the
Company has set aside as earned surplus reserve the amount equal to at least
one-fifth of cash dividends paid each year until such reserve equals the amount
of issued capital. The amendment to the Securities and Exchange Law that became
effective on December 1, 1998 resulted in the deletion of this article, and the
Company became subject to the provisions of Article 288 of the Commercial Code,
(prior to the amendment by Law No.79, 2001, which became effective on October 1,
2001), which required that it sets aside a minimum of one-tenth of the amounts
expended as appropriation of earnings, until such reserve equals one-fourth of
issued capital. Article 288 of the Revised Commercial Code (effectuated on
October 1, 2000, and prior to the amendment by Law No. 87, 2005, which became
effective on May 1, 2006) stipulate that the amount to be set aside as earned
surplus reserve is, together with capital surplus, equal to at least one-fourth
of issued capital, and the current amount of reserve of the Company exceeds one
fourth of issued capital. The excess amount is 128,811 million yen.
(Notes to Non-Consolidated Balance Sheet)
1. Short-term loan receivables from subsidiaries: 173,381 million yen
Long-term loan receivables from subsidiaries: 183,172 million yen
Short-term monetary liabilities to subsidiaries: 132,286 million yen
Long-term monetary liabilities to subsidiaries: 4,005 million yen
2. Short-term loan and long-term loan receivables are presented net of
allowance for doubtful accounts of 253 million yen for short-term loans and
9,995 million yen for long-term loans, respectively, on the balance sheet.
3. Accumulated depreciation of tangible fixed assets: 3,054 million yen
4. Beside fixed assets presented on the balance sheet, the Company has other
fixed assets such as computer terminal devices and others under lease contracts.
5. (1) Assets pledged as collateral
Not applicable.
(2) Assets restricted in their ownership, use and disposition, excluding
assets pledged as collateral
139,461 million yen of investment securities are loaned.
6. Debt guarantees: 4,589 million yen
7. The company values its investment securities at market value. Valuation
differences on such securities are recognized as net unrealized gains on
investment securities, net of tax effects, in the stockholders' equity section
of the balance sheet. Recognition of these valuation differences increased net
assets by 57,183 million yen. Pursuant to the provisions of Article 124, Item 3
of the Previous Commercial Code Enforcement Regulation, such amount is deducted
from profits eligible for dividends.
8. Total number of issued and outstanding stock as of year-end
Common stock 1,332,460 shares
Total number of treasury stock as of year-end
Common stock 11,285 shares
(Changes in presentation)
'Other interest and dividend income' and 'Royalty on trademark' which had been
separately presented until fiscal 2004 are included in 'Others' of Operating
revenues from the beginning of this fiscal year, due to lessened materiality in
amount. 'Other interest and dividend income' and 'Royalty on trademark' for
fiscal 2005 are 134 million yen and 12 million yen, respectively.
(Notes to Non-Consolidated Income Statement)
1. Operating revenue from subsidiaries: 34,941 million yen
Operating expenses to subsidiaries: 2,315 million yen
Non-operation transaction with subsidiaries: 42,771 million yen
2. Net income per share for the current term: 38.62 yen
(Note)
Basis of calculation of net income per share for the current term
Current term's net income: 51,335 million yen
Amount not allocated to common stock shareholders: -
Current term's net income allocated to common stock
shareholders: 51,335 million yen
Average number of common stock outstanding during the
term: 1,328,976,000 shares
Statement of Appropriation of Retained Earnings
1. Appropriation
(Yen)
Unappropriated retained earnings this year 50,798,286,471
To be appropriated as follows.
Dividends 29,065,838,428
(22 yen per share)
Retained earnings carried forward 21,732,448,043
2. Reasons for appropriation of earnings
(1) Medium to long-term policy for appropriation of earnings
We strive for continuous improvement in shareholder value, including the
distribution of profits.
With respect to dividends, our policy is to payout dividends on a semi-annual
basis, based on a pay-out ratio of approximately 30%, reflecting consolidated
business results. However, we will further increase return to our shareholders
through share buybacks and other means, taking into consideration of stability
of shareholders' return, when we secure a sufficient level of retained earnings
for further development of business.
(2) Reasons for appropriation of current year's profits
We decided to pay a dividend of 22 yen per share for this period. As we paid an
interim dividend of 12 yen per share last December based on a resolution of the
Board of Directors on October 28, 2005, the total dividend of this fiscal year
will be 34 yen per share. The pay-out ratio (consolidated) of the second half of
this fiscal year will be 30.9% and that of the fiscal year will be 32.2%.
(English Translation of the Auditors' Report Originally Issued in the Japanese Language)
Independent Auditors' Report
May 12, 2006
The Board of Directors
Daiwa Securities Group Inc.
KPMG AZSA & Co.
Toshiharu Kawai (Seal)
Designated and Engagement Partner
Certified Public Accountant
Takumi Horiuchi (Seal)
Designated and Engagement Partner
Certified Public Accountant
Youichi Ozawa (Seal)
Designated and Engagement Partner
Certified Public Accountant
We have audited the statutory report, that is the non-consolidated balance
sheet, the non-consolidated income statement, the business report (limited to
accounting matters) and the proposal for appropriation of retained earnings ,
and its supporting schedules (limited to accounting matters) of Daiwa Securities
Group Inc. for the 69th business year from April 1, 2005 to March 31, 2006 in
accordance with Article 21-26(4) of the 'Law for Special Exceptions to the
Commercial Code Concerning Audit, etc. of Kabushiki Kaisha'. With respect to
the aforementioned business report and supporting schedules, our audit was
limited to those matters derived from the accounting books and records. The
statutory report and supporting schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
statutory report and supporting schedules based on our audit as independent
auditors.
We conducted our audit in accordance with auditing standards generally accepted
in Japan. Those auditing standards require us to obtain reasonable assurance
about whether the statutory report and supporting schedules are free of material
misstatement. An audit is performed on a test basis, and includes assessing the
accounting principles used, the method of their application and estimates made
by management, as well as evaluating the overall presentation of the statutory
report and supporting schedules. We believe that our audit provides a
reasonable basis for our opinion. Our audit procedures also include those
considered necessary for the Company's subsidiaries.
As a result of the audit, our opinion is as follows:
(1) The non-consolidated balance sheet and the non-consolidated income
statement present fairly the financial position and the results of operations of
the Company in conformity with related laws and regulations and the Articles of
Incorporation of the Company.
(2) Business report (limited to accounting matters) presents fairly the status
of the Company in conformity with related laws and regulations and the Articles
of Incorporation of the Company.
(3) The proposal for appropriation of retained earnings has been prepared in
conformity with related laws and regulations and the Articles of Incorporation
of the Company.
(4) With respect to the supporting schedules (limited to accounting matters)
there are no items to be noted that are not in conformity with the provisions of
the previous Commercial Code.
Our firm and engagement partners have no interest in the Company which should be
disclosed pursuant to the provisions of the Certified Public Accountants Law of
Japan.
(English Translation of the Auditors' Report Originally Issued in the Japanese Language)
Audit Report
The Audit Committee has conducted an audit on the job performances of the
directors as well as the executive officers during the 69th business year from
April 1, 2005 to March 31, 2006. We report the outcome as follows:
1. Outline of Auditing Procedures
The Audit Committee confirmed the contents of the resolution of the board of
directors regarding the matters described in Article 21-7, Paragraph 1, Item 2
of the previous gLaw for Special Exceptions to the Commercial Code regarding the
Audits, etc. of Kabushiki Kaishah (hereinafter called, 'Commercial Code Special
Exception Law') and Article 193 of the previous Commercial Code Enforcement
Rules and the internal control system which is based thereon. Based on the
policies established by the Audit Committee and in accordance with the
allocation of responsibilities among Audit Committee members, in coordination
with the Internal Control Division, each of the Audit Committee members attended
various important meetings, received the reports from or listened to the
directors and the executive officers on their work, inspected important
documents, including documents authorizing corporate actions, carried out
investigations of business operations and the financial condition of the
Company. As to the subsidiaries, we have asked for their business reports as
needed, and received reports and explanations on their businesses and status of
assets from the executive officers in charge of the said subsidiaries. We have
also received reports and explanations from the independent auditors, and
reviewed the statutory report and its supporting schedules.
In addition to the above-mentioned auditing procedures, with respect to such
matters as the engagement of the directors and the executive officers in a
competing business, the conduct of transactions causing a conflict of interest
between the directors and executive officers and the Company, the provision of
benefits by the Company without consideration, the conduct of irregular
transactions with subsidiaries or shareholders of the Company, and acquisition
and disposal by the Company of its own shares, we employed such methods as
requiring reports from the directors, the executive officers and others and made
detailed inspections of such matters.
2. Conclusions of the Audit
(1) We affirm that the substance of the resolutions by the board of directors
regarding the matters described in Article 21-7, Paragraph 1 of the previous
Commercial Code Special Exception Law and Article 193 of the previous Commercial
Code Enforcement Regulations, are appropriate.
(2) We affirm that the methods and the conclusions of the audit by KPMG AZSA &
Co., the independent auditors are proper.
(3) We affirm that the business report fairly presents the situation of the
Company in compliance with the provisions of applicable laws, regulations and
the Articles of Incorporation.
(4) We affirm that the proposition relating to the appropriation of retained
earnings has nothing to be pointed out considering the state of property of the
Company and other circumstances;
(5) We affirm that the supporting schedules fairly present the matters to be
stated therein and contain nothing to be pointed out; and
(6) We affirm that there are no wrongful acts or grave facts of violations of
laws, regulations or the Articles of Incorporation of the Company, with regard
to the directors and the executive officers' performance of their duties at the
Company or its subsidiaries.
We also affirm that the directors and the executive officers have made no
violations related to such matters as their engagement in a competing business,
the conduct of transactions causing a conflict of interest with the Company, the
provision of benefits by the Company without consideration, the conduct of
irregular transactions with subsidiaries or shareholders of the Company, and
acquisitions and disposals by the Company of its own shares.
Dated: May 17, 2006
Audit Committee
Daiwa Securities Group Inc.
Committee Chairperson (Full time)
Kenji Hayashibe
Committee Member
Keisuke Kitajima
Committee Member
Koichi Uno
(Note)
Messrs. Keisuke Kitajima and Koichi Uno are the outside directors
provided under the provision of Article 21-8, Paragraph 4 of the previous
Commercial Code Special Exception Law.
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