Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
13 February 2025 - 10:04PM
Edgar (US Regulatory)
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 February 2025
NOMURA HOLDINGS, INC.
(Translation of registrant’s name into English)
13-1, 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
The registrant hereby incorporates Exhibit 1 to this report on Form 6-K by reference
(i) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-283915) of the registrant, filed with the SEC on
December 19, 2024 and (ii) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-273353) of the registrant and of
Nomura America Finance, LLC, filed with the SEC on July 20, 2023.
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.
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NOMURA HOLDINGS, INC. |
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| Date: February 13, 2025 |
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By: |
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/s/ Yoshifumi Kishida |
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Yoshifumi Kishida |
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Senior Managing Director |
Presentation of Financial and Other Information
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.
Supplement for Financial Highlights—9 months ended December 31, 2024
Nomura reported net revenue of 1,439.8 billion yen for the 9 months ended December 31, 2024, an increase of 28.9% from the same
period in the previous year. Non-interest expenses increased by 13.9% from the same period in the previous year to 1,065.5 billion yen. Income before income taxes was 374.2 billion yen and net income
attributable to NHI shareholders was 268.8 billion yen for the 9 months ended December 31, 2024. Basic-Net income attributable to NHI shareholders per share was 90.95 yen and Diluted-Net income attributable to NHI shareholders per share was 87.66 yen. Return on shareholders’ equity annualized was 10.4%. Return on shareholders’ equity annualized is calculated as the ratio of net
income attributable to NHI shareholders to total NHI shareholders’ equity multiplied by 4/3 to annualize the figure.
i.) Financial Position
As of December 31, 2024, Nomura’s main balance sheet indicators were as follows:
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Total assets: 60.5 trillion yen (an increase of 5.4 trillion yen compared to March 31, 2024 due mainly to an
increase in Trading assets) |
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Total liabilities: 56.9 trillion yen (an increase of 5.2 trillion yen compared to March 31, 2024 due mainly
to an increase in Trading liabilities) |
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Total equity: 3.7 trillion yen (an increase of 0.23 trillion yen compared to March 31, 2024 due mainly to an
increase in Retained earnings) |
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Total NHI shareholders’ equity: 3.6 trillion yen |
As of December 31, 2024, Nomura’s capital-related indicators were as follows1:
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Tier 1 Capital: 3,626 billion yen (3,468 billion yen as of March 31, 2024) |
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Tier 2 Capital: 0.5 billion yen (0.5 billion yen as of March 31, 2024) |
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Total Capital: 3,627 billion yen (3,468 billion yen as of March 31, 2024) |
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Tier 1 Capital ratio: 18.1% (18.2% as of March 31, 2024) |
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Common Equity Tier 1 Capital ratio: 16.3% (16.2% as of March 31, 2024) |
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Consolidated Capital Adequacy ratio: 18.1% (18.2% as of March 31, 2024) |
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Consolidated Leverage ratio (Tier 1 capital divided by exposure (the sum of
on-balance sheet exposures and off-balance sheet items)): 5.02% (5.24% as of March 31, 2024) |
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Risk weighted assets: 19,934 billion yen (an increase from 18,976 billion yen as of March 31, 2024
due mainly to an increase of Credit Risk) |
| 1 |
Ratios and figures in this paragraph represent preliminary estimates as of the date of this supplement release
and may be revised upon finalization, which is currently expected to occur by April 2025. |
NHI has been assigned as a Final Designated Parent Company who must calculate a consolidated
capital adequacy ratio according to the “Establishment of standards on sufficiency of capital stock of a final designated parent company and its subsidiary entities, etc. compared to the assets held thereby” (2010 FSA Regulatory Notice
No. 130; “Capital Adequacy Notice on Final Designated Parent Company”). Since then, the Capital Adequacy Notice on Final Designated Parent Company has been revised to be in line with Basel 2.5 and Basel III.
Since its designation as a Final Designated Parent Company in April 2011, NHI has been calculating its consolidated capital adequacy ratio
according to the Capital Adequacy Notice on Final Designated Parent Company and, from the end of March 2013, according to a Basel III-based consolidated capital adequacy ratio.
ii.) Value at Risk
Value at risk as of December 31,
2024 was 5.1 billion yen, 7.3% decrease compared to March 31, 2024. Value at risk is defined at 95% confidence level. The time horizon for our outstanding portfolio is 1 day. Inter-product price fluctuations are considered.
iii.) Number of Employees
As of December 31, 2024,
Nomura had 27,260 employees globally (Japan: 14,977, Europe: 3,114, Americas: 2,433, Asia-Pacific (including Powai office in India): 6,736).
The 9 months ended December 31, 2024—Business Highlights
Business Segment Information
Wealth
Management
Results of operation
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Billions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Net revenue |
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293.6 |
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346.9 |
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18.2 |
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| Non-interest expenses |
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209.7 |
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213.2 |
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1.7 |
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| Income (loss) before income taxes |
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83.9 |
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133.7 |
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59.3 |
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Net revenue increased from ¥293.6 billion for the nine months ended December 31,
2023 to ¥346.9 billion for the nine months ended December 31, 2024 primarily due to an increase in investment trust administration fees and other. Non-interest expenses were
¥213.2 billion and income before income taxes was ¥133.7 billion.
Note) The Retail Division has been renamed the “Wealth
Management Division,” effective April 1, 2024.
KPIs
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Trillions of yen |
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% Change |
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March 31, |
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December 31, |
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(B-A)/(A) |
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2023 (A) |
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2024 (B) |
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| Recurring revenue assets |
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23.0 |
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24.9 |
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8.3 |
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Billions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Net inflows of recurring revenue
assets(1) |
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474.6 |
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1,108.4 |
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133.5 |
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Thousands |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Flow business clients |
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1,456 |
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1,482 |
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1.8 |
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Thousands |
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% Change |
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March 31, |
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December 31, |
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(B-A)/(A) |
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2023 (A) |
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2024 (B) |
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| Workplace services(2) |
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3,627 |
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3,825 |
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5.5 |
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Net inflows of recurring revenue assets are defined and calculated by subtracting the amount of sell-offs and
outflows from the amount of purchase and inflows of recurring revenue assets, and is an index used to measure the expansion of recurring revenue assets excluding changes in market value. The definition has been revised retroactively to exclude
outflows from investment trust distributions. The figures prior to the 9 months ended December 31, 2024 have been reclassified following this change in definition of net inflows of recurring assets. As a result, the net inflows of recurring
revenue assets for the 9 months ended December 31, 2023 have increased from ¥213.9 billion to ¥474.6 billion. |
| (2) |
“Services for salaried employees,” one of the KPIs of the Wealth Management Division, has been
renamed “Workplace services,” effective April 1, 2024. There have been no changes to the definition or calculation of this KPI. |
– 1 –
Investment Management
Results of operation
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Billions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Net revenue |
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110.6 |
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149.5 |
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35.2 |
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| Non-interest expenses |
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68.1 |
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75.4 |
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10.7 |
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| Income (loss) before income taxes |
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42.4 |
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74.1 |
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74.5 |
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Net revenue increased from ¥110.6 billion for the nine months ended December 31,
2023 to ¥149.5 billion for the nine months ended December 31, 2024, primarily due to an increase in Business revenue. Non-interest expenses were ¥75.4 billion and income before income
taxes was ¥74.1 billion.
The breakdown of net revenue for Investment Management is as follows:
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Billions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Business revenue(1) |
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99.2 |
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120.5 |
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21.5 |
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| Investment gain/ loss(2) |
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11.4 |
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29.0 |
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154.4 |
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| Net revenue |
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110.6 |
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149.5 |
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35.2 |
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| (1) |
Consists of divisional revenue, other than investment gain/loss, including revenue generated by our asset
management business (excluding gains and losses related to our investment in American Century Investments), revenues generated by Nomura Babcock & Brown Co., Ltd.’s aircraft leasing related businesses and management fee revenues
generated from our private equity and other investment businesses. |
| (2) |
Consists of divisional revenue attributable to investments (including fair value fluctuations, funding cost and
dividends), including gains and losses related to our investment in American Century Investments, our investments held in our private equity and other investment businesses. |
KPIs
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Trillions of yen |
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% Change |
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March 31,
2023 (A) |
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December 31,
2024 (B) |
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(B-A)/(A) |
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| Asset Under Management |
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89.0 |
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93.5 |
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5.1 |
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Billions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31,
2023 (A) |
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December 31,
2024 (B) |
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| Net inflows |
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2,632 |
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2,334 |
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(11.3 |
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– 2 –
Wholesale
Results of operation
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Billions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Net revenue |
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611.9 |
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798.8 |
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30.5 |
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| Non-interest expenses |
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578.6 |
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670.0 |
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15.8 |
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| Income (loss) before income taxes |
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33.3 |
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128.8 |
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286.3 |
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The breakdown of net revenue for Wholesale is as follows:
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Billions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Fixed Income |
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297.7 |
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393.4 |
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32.1 |
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| Equities |
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204.9 |
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274.4 |
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33.9 |
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| Global Markets |
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502.6 |
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667.8 |
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32.9 |
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| Investment Banking |
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109.3 |
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131.0 |
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19.9 |
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| Net revenue |
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611.9 |
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798.8 |
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30.5 |
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Global Markets net revenue was ¥667.8 billion. Fixed Income net revenue increased from
¥297.7 billion for the nine months ended December 31, 2023 to ¥393.4 billion for the nine months ended December 31, 2024 because of strong performance in spread products. Equities net revenue increased from
¥204.9 billion for the nine months ended December 31, 2023 to ¥274.4 billion for the nine months ended December 31, 2024 due to strong performances in equity products. Investment banking net revenue was
¥131.0 billion.
KPIs
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Three months ended |
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June 30, |
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September 30, |
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December 31, |
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| Cost-to-income
ratio |
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| 2023/24 |
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99 |
% |
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96 |
% |
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89 |
% |
| 2024/25 |
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91 |
% |
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83 |
% |
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79 |
% |
| Revenue/modified RWA |
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| 2023/24 |
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6.2 |
% |
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6.4 |
% |
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6.7 |
% |
| 2024/25 |
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7.3 |
% |
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7.4 |
% |
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8.2 |
% |
– 3 –
Other Operating Results
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Billions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Net revenue |
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115.3 |
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146.0 |
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26.6 |
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| Non-interest expenses |
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78.7 |
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106.9 |
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35.8 |
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| Income (loss) before income taxes |
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36.6 |
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39.0 |
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6.6 |
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Segment Information—Operating Segment
The following table shows quarterly business segment information and reconciliation items to the consolidated statements of
income.
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Millions of yen |
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% Change |
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For the 9 months ended |
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(B-A)/(A) |
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December 31, |
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December 31, |
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2023 (A) |
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2024 (B) |
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| Net revenue |
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| Business segment information: |
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| Wealth Management |
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293,607 |
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346,949 |
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18.2 |
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| Investment Management |
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110,582 |
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149,468 |
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35.2 |
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| Wholesale |
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611,933 |
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798,750 |
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30.5 |
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| Subtotal |
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1,016,122 |
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1,295,167 |
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|
27.5 |
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| Other |
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|
115,328 |
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|
145,958 |
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|
26.6 |
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|
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|
|
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|
|
|
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| Net revenue |
|
|
1,131,450 |
|
|
|
1,441,125 |
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|
27.4 |
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| Reconciliation items: |
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| Unrealized gain (loss) on investments in equity securities held for operating purposes |
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(14,552 |
) |
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(1,375 |
) |
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— |
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| Net revenue |
|
|
1,116,898 |
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|
|
1,439,750 |
|
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|
28.9 |
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| Non-interest expenses |
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| Business segment information: |
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| Wealth Management |
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|
209,688 |
|
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|
213,228 |
|
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|
1.7 |
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| Investment Management |
|
|
68,144 |
|
|
|
75,416 |
|
|
|
10.7 |
|
| Wholesale |
|
|
578,598 |
|
|
|
669,974 |
|
|
|
15.8 |
|
|
|
|
|
|
|
|
|
|
|
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| Subtotal |
|
|
856,430 |
|
|
|
958,618 |
|
|
|
11.9 |
|
| Other |
|
|
78,712 |
|
|
|
106,912 |
|
|
|
35.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Non-interest expenses |
|
|
935,142 |
|
|
|
1,065,530 |
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|
|
13.9 |
|
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|
|
|
|
|
|
|
|
|
|
|
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| Reconciliation items: |
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|
|
|
| Unrealized gain (loss) on investments in equity securities held for operating purposes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-interest expenses |
|
|
935,142 |
|
|
|
1,065,530 |
|
|
|
13.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| Business segment information: |
|
|
|
|
|
|
|
|
|
|
|
|
| Wealth Management |
|
|
83,919 |
|
|
|
133,721 |
|
|
|
59.3 |
|
| Investment Management |
|
|
42,438 |
|
|
|
74,052 |
|
|
|
74.5 |
|
| Wholesale |
|
|
33,335 |
|
|
|
128,776 |
|
|
|
286.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal |
|
|
159,692 |
|
|
|
336,549 |
|
|
|
110.7 |
|
| Other* |
|
|
36,616 |
|
|
|
39,046 |
|
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
|
196,308 |
|
|
|
375,595 |
|
|
|
91.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reconciliation items: |
|
|
|
|
|
|
|
|
|
|
|
|
| Unrealized gain (loss) on investments in equity securities held for operating purposes |
|
|
(14,552 |
) |
|
|
(1,375 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
|
181,756 |
|
|
|
374,220 |
|
|
|
105.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Major
components
Transactions between operating segments are recorded within segment results on commercial terms and
conditions, and are eliminated in “Other.”
– 4 –
The following table presents the major components of income (loss) before
income taxes in “Other.”
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Millions of yen |
|
|
% Change |
|
| |
|
For the 9 months ended |
|
|
(B-A)/(A) |
|
| |
|
December 31, |
|
|
December 31, |
|
| |
2023 (A) |
|
|
2024 (B) |
|
| Net gain (loss) related to economic hedging transactions |
|
|
2,064 |
|
|
|
(8,041 |
) |
|
|
— |
|
| Realized gain (loss) on investments in equity securities held for operating purposes |
|
|
19,979 |
|
|
|
1,141 |
|
|
|
(94.3 |
) |
| Equity in earnings of affiliates |
|
|
31,561 |
|
|
|
41,551 |
|
|
|
31.7 |
|
| Corporate items |
|
|
(3,137 |
) |
|
|
(767 |
) |
|
|
— |
|
| Other |
|
|
(13,851 |
) |
|
|
5,162 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
36,616 |
|
|
|
39,046 |
|
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disclaimers
| |
• |
|
This document is produced by Nomura. Copyright 2025 Nomura Holdings, Inc. All rights reserved.
|
| |
• |
|
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. |
| |
• |
|
This document should be read together with and is qualified in its entirety by reference to Nomura’s Annual
Report on Form 20-F for the year ended March 31, 2024. |
– 5 –
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