Established 1949 Number of Employees 2,126 (As of March 31, 2011) Subsidiaries Nagoya Lease Co., Ltd. Nagoya Business Service Co., Ltd. Meigin Real Property Research Co., Ltd. Nagoya Card Co., Ltd. Nagoya MC Card Co., Ltd. THE BANK OF NAGOYA, LTD. 19-17 Nishiki 3-chome, Naka-ku, Nagoya, 460-0003 Japan Tel: 81 52 962 9520 Fax: 81 52 961 6605 http://www.meigin.com/ Domestic Branches Number of Branches: 111 (As of March 31, 2011) 2 branches in Gifu 1 branch in Tokyo 1 branch in Osaka 2 branches in Shizuoka 105 branches in Aichi (55 branches in Nagoya) Overseas Nantong Representative Office Nantong Hotel 501,43 Qingnian Road East, Nantong, Jiangsu, China. Tel 86 513 83568650 Fax 86 513 83567445 Shanghai Representative Office Room 1809, Shanghai International Trade Center, 2201 Yan-an Road (West), Shanghai China. Tel 86 21 62754207 Fax 86 21 62759461 Contents Message from the Management 1 Operating Environment 2 Operating Results (Nonconsolidated basis) 3 Target Performance Indicators 4 Medium- and Long-term Management Strategies 4 Issues to Address 5 Breakdown of Loans (Nonconsolidated basis) Balance of problem loans under the Banking Law (risk monitored loans) Balance of problem loans under the Financial Reconstruction Law 7 Unrealized Gains on Securities (Nonconsolidated basis) 9 Capital Adequacy Ratio 9 Rating 9 Organization of The Bank 10 Board of Directors and Corporate Auditors 11 Principal Shareholders 11 Independent Auditors’ Report 12 Consolidated Balance Sheets 13 Consolidated Statements of Income 15 Consolidated Statements of Changes in Net Assets 17 Consolidated Statements of Cash Flows 18 Notes to Consolidated Financial Statements 19 7 8 Message from the Management We would first like to extend our sincere gratitude to all our stakeholders for their patronage to the Bank of Nagoya and its Group. We have created this annual report to explain the business situation and the operating results of the Bank of Nagoya Group in fiscal 2010. Firstly, while praying that the souls of those taken by the Great East Japan Earthquake may rest in peace, we offer our deepest sympathies to everyone who has suffered hardship. Under the current circumstances, there is now greater uncertainty regarding the future of Japan’s economy. Even in Aichi Prefecture, where the Bank is based, factors such as the soaring price of raw materials, and difficulties in procuring materials and ingredients are impacting a broad range of industries, particularly the manufacturing industry, but also the food processing, distribution, services and other industries. Furthermore, considering that companies may begin to have cash-flow problems and that there is a looming problem concerning nuclear power plants, there are some concerns as to the future direction of the economy. On the other hand, looking at the financial situation, this fiscal year saw moves towards the integration of regional financial institutions and the Act Concerning Temporary Measures to Facilitate Financing for Small and Medium-Sized Enterprises (SMEs) etc. was extended by one year. Facing these financial and economic circumstances, fiscal 2011 will be the first year of our 18th management plan, “Reform & Challenge—Aiming to be the Region’s Top Bank.” Under the catchphrase of “Top Bank in 5 Criteria,” We aim to become the bank that customers select as the region’s top bank. In May, 2011, the Bank became the Chair Bank of the Second Association of Regional Banks. Moreover, upon opening the Nantong Branch in Jiangsu Province, China, we plan to adopt the standard required for internationally active banks, which will truly make this year a year of “reform.” The Bank too is working to reinvent itself with the management and employees working together in the aim of fulfilling our corporate social responsibility as the leading bank in the region and brings satisfaction to all. We call upon your even stronger support in the future. September 2011 Kazumaro Kato Chairman Yukio Yanase President 1 Operating Environment During the year under review the Japanese economy was on a gradual recovery trend. However, the Great East Japan Earthquake struck on March 11 and its effect on the economy has been widespread. As a result, uncertainty towards the future of the economy increased and for a short while a sharp fall in stock prices and an appreciating yen were occurring concurrently. In Aichi Prefecture as well, while before the earthquake, there were signs of steady recovery observed here and there in the economy, depending on the type of industry. After the earthquake, however, the price of raw materials and fuel soared and it became difficult to procure parts and materials. Consequently, the earthquake’s impacts are observed in a broad range of industries, particularly the manufacturing industry, but also the food processing, distribution, services and other industries. Furthermore, considering that companies may begin to have cash-flow problems and that there is an unfolding problem concerning nuclear power plants, there are some concerns as to the future direction of the economy. On the other hand, looking at the financial situation, this fiscal year saw significant changes such as the integration of regional financial institutions and the announcement of a new regulatory proposal concerning bank capital adequacy by the Basel Committee on Banking Supervision. In addition, the Act Concerning Temporary Measures to Facilitate Financing for Small and Medium-Sized Enterprises (SMEs) etc. was extended by one year, and banks are now required to provide a greater consultancy function than before. As a regional financial institution, the Bank is putting its full energy into building relationships of trust with greater sincerity and responding as best as possible to the customers’ needs. Operating in this economic environment, in its banking operations, the Bank proactively implemented initiatives to promote growth of the regional economy based on the new money-lending system by the Bank of Japan’s “Fund-Provisioning Measure to Support Strengthening the Foundations for Economic Growth.” Looking ahead, we will continue to fulfill our corporate social responsibility and, through our various initiatives, conduct our banking operations in a way that brings satisfaction to our customers. 2 Operating Results (Nonconsolidated basis) The following five management policies of the Bank of Nagoya are based on the Bank’s guiding precept of “fostering regional prosperity—which shall both develop the Bank and bring happiness to bank employees,” and, together, they express the overall image that the bank aspires to. They are as follows: (1) contribute to the regional community, (2) strengthen our earnings power and ensure thoroughness in risk management, (3) provide financial services that suit the needs of the customers, (4) put compliance into practice, and (5) establish a free and open-minded corporate climate. Through following these basic policies, the Bank is further boosting its corporate value as a regional financial institution that contributes to the prosperity of the regional society. By fulfilling this role, we are establishing unwavering support and trust from all our stakeholders, first and foremost of whom are our shareholders. On April 5, 2011, the former Securities and International Division was split and the International Division became a stand-alone division. Aiming to strengthen the international operations function of the Bank, the newly established International Division is promoting the Bank’s strong business relations in China and supporting the Banks expansion into South East Asia. After obtaining approval of the China Banking Regulatory Commission for incorporation of the Bank of Nagoya in China, the Bank had been advancing its preparation to open the Nantong Branch, and it will officially open in the first half of 2011 upon receiving approvals from financial authorities of Japan and China. The Nantong Branch will be the Bank’s first overseas branch to open in 12 years. The Bank is the only regional bank headquartered in the three prefectures of the Tokai region and the only one among member banks of the Second Association of Regional Banks in Japan to have an overseas branch. When the branch opens, it will initially offer depositing and financing in Japanese yen and U.S. dollars. Targeting Nantong, the surrounding cities in Jiangsu Province, and the adjoining city of Shanghai, the branch will offer financing services to customers conducting business in the region. After satisfying conditions such as years of operation and profit position, the Bank plans to begin offering Chinese-yuan denominated transactions. The Bank is looking forward to supporting business in China under our two-office organization there: the Nantong Branch and the Shanghai Representative Office. Recently, apart from our customers’ business concerns in China, the number of our customers doing business in South East Asia, especially the ASEAN countries of Thailand, Vietnam and Indonesia, has been increasing. With respect to our customers in the automobile industry, a major local industry in the Tokai region, there have been numerous business projects in Thailand. To respond to this trend, the Bank has established the “Asia Support Team,” within the International Division. This is aimed to improve its business support system for the “Asia” area, which now includes South East Asia in addition to China. From November 2010, the Bank has also begun to handle money transfers in Thai baht to support our customers’ needs to make payment in Thai baht. The Bank’s banking profit, which is a profit derived from its core operations, increased by ¥1,749 million year on year to ¥9,522 million. Although there was a decrease in total interest income due to decrease in lending interest rate, expenses were reduced, and gain on sales of bonds increased. Ordinary profit fell by ¥1,078 million year on year to ¥5,296 million mainly due to decrease in a gain on sales of stocks and other securities. Net income fell by ¥275 million to ¥3,060 million. 3 Medium-and Long-term Management Strategies Target Performance Indicators In our three-year 18th management plan, “Reform & Challenge—Aiming to be the Region’s Top Bank,” which started in April 2011, we have set targets for the following management indices: capital adequacy ratio (consolidated), Tier I ratio (consolidated), net income (non-consolidated), overhead ratio, and number of business financing customers. The targets are as follows: Management index (a) Top bank in customer satisfaction • Getting the Bank of Nagoya brand well-established with strong market penetration • Strengthening of product and service offering • Enhancement of sales infrastructure (b) Top bank in action and response • Speedy response to customer needs • Strengthening of community ties through improved relationships • Strengthening sales and marketing function of headquarters (c) Top bank in proposal capability • Strengthening of Asian business support • Strengthening of consulting function • Provision of services by a unified Nagoya Group (d) Top bank in trustworthiness • Maintenance of financial soundness • Strengthening of CSR initiatives • Giving greater importance to compliance (e) Top bank in passion • Strengthening of staff quality through personnel development • Cultivate mercantile mindset amongst entire staff • Boost employee satisfaction Target (March 31, 2014) Capital adequacy ratio (consolidated) 12% Tier I ratio (consolidated) 10% Net income (non-consolidated) In our three-year 18th management plan, “Reform & Challenge—Aiming to be the Region’s Top Bank,” which started in April 2011, our basic position is to treat the next three years as a period to strengthen our standing as to top regional bank in Aichi Prefecture and promote reform towards further advancement. Our major strategy is to achieve top bank status in the following five criteria: ¥5 billion Overhead ratio 70–74% No. of business borrowers 25,000 companies 4 Issues to Address In the business environment surrounding the Bank, competition is expected to further intensify in the financing market not just from local banks in the same region but also banks of other prefectures, including the mega banks. However, regardless of what business environment we face, as the title of our management plan states, we aim to be the region’s top bank and grow continually through carrying out reform and embracing challenges. Out of the regional banks of Aichi Prefecture, we are already the top regional bank in terms of volume and staffed locations. Over the next three years, we aim to strengthen our standing as to top regional bank in Aichi Prefecture and promote reform towards further advancement. While strengthening our standing by boosting our brand and improving customer ties, we will proceed with reforms aimed at future advancement. In these ways, we aim to be the top regional bank of Aichi Prefecture in both name and reality. Management Policy 1. Contribute to the regional community As a regional financial institution, the Bank shall advance together with the regional community by bearing in mind the public nature of bank operations, ensuring that customers’ savings are protected, and providing high quality financial services that contribute to the sound development of medium and small-sized enterprise and improving the lives of the local residents. 2. Strengthen our earnings power and ensure thoroughness in risk management To maintain the trust of our depositors and shareholders, the Bank aims for sound management practices based on a transparent management system. To realize this, we strive to strengthen our earnings power, ensure thoroughness in risk management to maintain soundness of management, and strengthen our management base. 3. Provide financial services that suit the needs of the customers The Bank strives to develop operations that energetically respond to changes in the environment and provide high quality financial services that truly suit the needs of the customers. We also strive to disclose and explain the details of the products and services we provide to the customers and provide the necessary information for customers to make appropriate decisions. 4. Put compliance into practice For the Bank, compliance is not limited to the adherence of laws and regulations; compliance also means respecting a broad range of rules, and by doing so, raising soundness of management to ensure unshakable trust from society. To this end, each and every director and employee puts compliance policies firmly into practice. 5. Establish a free and open-minded corporate climate The Bank quickly and flexibly responds to the changing times to maintain and further strengthen the unshakeable trust towards banks. To achieve this, while working to develop our personnel, we work to establish a vibrant corporate culture that allows a free and open-minded exchange of opinion and spread it throughout the entire organization. 5 The Bank’s Corporate Governance At the Bank of Nagoya, enhancing corporate governance is one of the most important management challenges. While striving to further enhance our corporate value as a regional financial institution that fosters regional prosperity, we shall fulfill our responsibilities as a corporate citizen and work to establish unshakeable support and trust from all stakeholders, particularly the shareholders. Based on this principle, the Bank’s guiding precept is to “foster regional prosperity—which shall both develop the Bank and bring happiness to bank employees” through (1) good service—a sincere, considerate and speedy service; (2) good people—lift people, broaden people and create a cheery workplace; and (3) good management—sound and richly innovative management that seeks full participation from employees. To this end, we shall strive to share the basic sense of values and ethics of directors and employees of the Bank, and to ensure that these are reflected in the Bank’s operations. We have formulated a “Code of Ethics for Bank of Nagoya Directors and Employees” and “Regulations for Complying with Laws and Regulations etc.” and through this we are striving to raise corporate value. Risk Management System Amid the rapid progress towards financial liberalization, internationalization and deregulation, the risks surrounding banks are becoming more complex and diverse. Accordingly, with so many risks, which include not only credit risks (default risks such as borrowers going bankrupt) administrative processing risks, but also market risks (fluctuation risks of interest rates, prices, foreign exchange rates), liquidity risks (risk related to stable financing) system risks and legal risks, the appropriate control of such risks is becoming more important as a management issue. At the Bank of Nagoya, we have put in place a risk management structure under which the Risk Control Division is the office that manages risk management. Through the Risk Control Division, the Bank strives to advance the techniques of identifying and controlling various risks that occur in bank operations. By appropriately managing risks, the Bank aims for soundness of management and the establishment of a stable management base. 6 Breakdown of Loans (Nonconsolidated basis) Balance of problem loans under the Banking Law (risk monitored loans) (Millions of yen) (As of March 31) Total loans and bills discounted Claims to borrowers in bankruptcy *1 Past due loans *2 Accruing loans past due 3 months or more *3 Restructured loans *4 Ratio of risk monitored loans to total loans and bills discounted (%) Rate of change (%) 2011 2010 2,055,266 2,034,184 1.03 5,525 5,582 -1.01 44,979 40,249 11.75 176 500 -64.74 14,328 7,816 83.30 3.16 2.66 0.50 * Risk monitored loans cover only Loans and Bills Discounted. *1 Claims to borrowers in bankruptcy are non-accrual loans, after the partial charge-off of claims deemed uncollectible, to borrowers who are legally bankrupt, which are defined in Article 96, Paragraph 1, Subparagraph 3 and 4 of Enforcement Ordinance for the Corporation Tax Law of Japan. *2 Past due loans are non-accrual loans other than claims to borrowers in bankruptcy and loans for which interest payments are deferred in order to assist the financial recovery of borrowers in financial difficulties. *3 Accruing loans past due 3 months or more are loans for which the payment of the principal and/or interest is contractually past due three months or more, excluding claims to borrowers in bankruptcy and past due loans. *4 Restructured loans are loans for which the Bank has relaxed to the borrowers in financial difficulties the lending conditions such as a reduction of the original rate, forbearance of interest and/or principal payment, and extension of maturity date in order to support the borrowers in their financial recovery or restructuring, excluding claims to borrowers in bankruptcy, past due loans and accruing loans past due 3 months or more. 7 Balance of problem loans under the Financial Reconstruction Law (Millions of yen) (As of March 31) 2011 Bankrupt and quasi-bankrupt *5 Doubtful *6 Need of special attention *7 Normal *8 2010 Rate of change (%) 13,806 13,816 -0.07 36,965 32,475 13.82 14,504 8,316 74.39 2,022,659 2,017,162 0.27 * Claims other than loans and bills discounted are covered in problem loans under the Financial Reconstruction Law. *5 Loans classified as “Bankrupt and quasi-bankrupt” are loans to borrowers who are currently in legal bankruptcy procedures, including bankruptcy, liquidation, corporate reorganization, and rearrangement, and borrowers who are not currently in legal bankruptcy, but in quasi-bankruptcy. *6 Loans classified as “Doubtful” are loans to borrowers who are not currently in bankruptcy, but in difficult financial situations and with a strong possibility of going into bankruptcy. *7 Loans classified as “Need of special attention” are loans past due 3 months or more and restructured loans. *8 Loans classified as “Normal” are loans to borrowers not having particular problems regarding their financial situations and operating conditions, and excluding loans classified as “Bankrupt and quasi-bankrupt,” “Doubtful” and “Need of special attention.” At March 31, 2011, the ratio of problem loans under the Financial Reconstruction Law was 3.13%. 8 Unrealized Gains on Securities (Nonconsolidated basis) (100 Millions of yen) (As of March 31) 2011 2010 Equity securities 128 222 Bonds and others 13 26 Total 141 249 Capital Adequacy Ratio The Bank maintains soundness in capital adequacy. The Bank’s capital adequacy ratio (non-consolidated) was 10.90%, which is considerably higher than the 4% minimum requirement for domestically active banks. The Tier I ratio, which is the ratio of the Bank’s core equity capital etc to its total assets, was 10.03% (non-consolidated). The Bank’s consolidated capital adequacy ratio is 11.05%. Rating Japan Credit Rating Agency, Ltd. (JCR) A+ Rating and Investment Information, Inc. (R&I) A- A high level of capacity to honor the financial commitment on the obligation. High creditworthiness supported by a few excellent factors. 9 Organization of The Bank General Meeting of Shareholders Business Supervision Division Corporate Auditors Corporate Auditors’ Office Board of Directors Personal Banking Division International Division Nantong Representative Office Capital Markets & Treasury Division Shanghai Representative Office Systems & Operations Division Board of Executive Directors Head Office Credit Supervision Division Toyota Business Division General Planning Division Personnel Division 108 Branches and 1 Sub Branch Risk Control Division Loan Plaza Compliance Division Tokyo Representative Office Internal Audit Division (As of April 5, 2011) 10 Board of Directors and Corporate Auditors (As of June 24, 2011) Chairman Kazumaro Kato President Yukio Yanase Deputy President Masahiro Nakamura Senior Managing Directors Yasuhisa Yamamoto Managing Directors Ichiro Fujiwara Mamoru Harada Directors Tetsundo Nakamura Yasuhiro Kondo Tomio Iwata Yoshiyuki Furukawa Ikuo Yamada Chiharu Kozakai Corporate Auditors Akio Oguri Tadashi Takeuchi Takashi Mizuguchi Hideji Aoyama Akira Kanda Executive Officers Takashi Hattori Yasuhisa Furumoto Shinichi Yokota Hideharu Ishii Koji Kurachi Shougo Ukai Masaki Tsunashima Principal Shareholders (As of March 31, 2011) Sumitomo Mitsui Banking Corporation 5.03% Japan Trustee Services Bank, Ltd. (Trust Account) 4.48% Nippon Life Insurance Company 3.54% Meiji Yasuda Life Insurance Company 3.39% The Bank of Nagoya Employees’ Shareholding Association (Meigin Minori-kai) 3.24% Japan Trustee Services Bank, Ltd. (Toyota Motor Corporation Retirement Benefit Trust Account Re-entrusted by The Sumitomo Trust and Banking Co., Ltd.) 2.84% SUMITOMO LIFE INSURANCE COMPANY 2.51% The Master Trust Bank of Japan, Ltd. (Trust Account) 2.33% Mitsui Sumitomo Insurance Company, Limited 2.19% Mizuho Corporate Bank, Ltd. 2.16% 11 12 The Bank of Nagoya, Ltd. and Subsidiaries Consolidated Balance Sheets March 31, 2011 and 2010 Thousands of U.S. dollars Millions of yen 2011 Assets: Cash and due from banks (Note 3) ¥ 2010 93,882 Call loans and bills purchased (Note 3) ¥ 2011 100,003 $ 1,129,069 3,734 2,728 44,918 123 34 1,486 793,075 812,239 9,537,894 2,055,090 2,034,041 24,715,460 3,738 2,436 44,963 Lease receivables and investments in leased assets (Notes 7 and 13) 23,706 25,870 285,103 Other assets (Note 7) 22,393 24,487 269,317 Tangible fixed assets (Note 6) 35,216 35,632 423,525 121 143 1,464 7,854 2,908 94,457 13,372 15,909 160,820 (23,894) (22,920) (287,370) 3,033,515 $ 36,421,106 Trading account securities (Notes 3 and 4) Securities (Notes 3, 4, 7 and 11) Loans and bills discounted (Notes 3, 5, 7, 13 and 17) Foreign exchanges Intangible fixed assets (Note 6) Deferred tax assets (Note 15) Customers’ liabilities for acceptances and guarantees (Note 11) Reserve for possible loan losses Total assets ¥ 3,028,414 See accompanying Notes to Consolidated Financial Statements. 13 ¥ Thousands of U.S. dollars Millions of yen 2011 Liabilities: Deposits (Notes 3, 7 and 8) Call money and bills sold (Note 3) Borrowed money (Notes 3, 7 and 9) Foreign exchanges Other liabilities (Notes 9 and 15) Reserve for employee bonuses Reserve for executive bonuses ¥ 2,789,923 831 24,162 51 18,360 1,221 54 2010 ¥ 2011 2,789,610 21,953 32 19,595 1,216 62 $ 33,552,894 10,000 290,583 613 220,812 14,689 660 ― Reserve for employee retirement benefits (Note 10) Reserve for executive retirement benefits 6,684 592 7,361 610 80,389 7,130 Reserve for losses on repayments of dormant bank accounts Reserve for contingent loss Reserve for loss on interest repayment Deferred tax liabilities for revaluation (Note 6) Negative goodwill Acceptances and guarantees (Note 11) 368 3,048 259 4,485 75 13,372 396 2,196 246 4,567 226 15,909 4,430 36,660 3,118 53,941 907 160,820 2,863,490 2,863,986 34,437,646 25,090 18,645 105,816 (231) 149,321 12,525 3,077 25,090 18,645 103,547 (207) 147,076 19,420 3,032 301,754 224,243 1,272,602 (2,787) 1,795,812 150,634 37,014 164,924 169,529 1,983,460 3,033,515 $ 36,421,106 Total liabilities Net assets (Notes 12 and 18): Common stock Capital surplus Retained earnings Less, treasury stock, at cost Total shareholders’ equity Accumulated other comprehensive income Minority interests Total net assets Total liabilities and net assets ¥ 3,028,414 See accompanying Notes to Consolidated Financial Statements. 14 ¥ The Bank of Nagoya, Ltd. and Subsidiaries Consolidated Statements of Income For the Years Ended March 31, 2011 and 2010 Thousands of U.S. dollars Millions of yen 2011 Income: Interest on: Loans and discounts Securities ¥ Others 2010 33,099 8,388 ¥ 2011 34,854 8,872 $ 398,066 100,888 72 49 872 41,560 7,061 18,064 1,941 43,776 7,018 17,249 2,203 499,826 84,920 217,247 23,345 676 736 8,131 69,302 70,985 833,469 3,186 286 18 5,295 349 25 38,320 3,443 220 3,490 2,590 13,020 35,484 163 3,757 935 3,564 5,670 2,446 13,561 36,184 651 2,790 1,134 1,794 41,983 31,159 156,586 426,752 1,971 45,193 11,255 42,872 63,008 64,234 757,771 Income before income taxes and minority interests (Note 19) Income taxes (Note 15) 6,294 2,566 6,751 2,670 75,698 30,862 Income before minority interests Minority interests in net income of subsidiaries 3,728 185 4,080 233 44,836 2,231 Total interest income Fees and commissions Other operating income Gain on sales of stocks and other securities Other income Total income (Note 19) Expenses: Interest on: Deposits Borrowings and rediscounts Others Total interest expenses Fees and commissions Other operating expenses General and administrative expenses Impairment loss on fixed assets Provision for possible loan losses Loss on devaluation of stocks and other securities Other expenses Total expenses ¥ Net income 3,542 ¥ 3,847 Yen Per share: Net income Cash dividends ¥ See accompanying Notes to Consolidated Financial Statements. 15 17.30 6.5 $ 42,605 U.S. dollars ¥ 18.78 7.0 $ 0.21 0.08 The Bank of Nagoya, Ltd. and Subsidiaries Consolidated Statement of Comprehensive Income For the Year Ended March 31, 2011 Millions of yen Thousands of U.S. dollars 2011 2011 ¥ Income before minority interests Other comprehensive income (Note 16): Net change in unrealized gains on available-for-sale securities Net change in deferred losses on hedging instruments Total other comprehensive income Comprehensive income 3,728 $ 44,836 (6,770) (81,425) (0) (1) (6,770) (81,426) ¥ (3,042) $ (36,590) ¥ (3,231) 189 $ (38,863) 2,273 ¥ (3,042) $ (36,590) Comprehensive income attributable to (Note 16): Owners of the parent Minority interests Total comprehensive income See accompanying Notes to Consolidated Financial Statements. 16 The Bank of Nagoya, Ltd. and Subsidiaries Consolidated Statements of Changes in Net Assets For the Years Ended March 31, 2011 and 2010 Shareholders’ equity Number of shares issued Common stock Capital surplus Accumulated other comprehensive income Retained earnings Total shareholders’ equity Treasury stock Net unrealized gains on available-for-sale securities Net deferred losses on hedging instruments Land revaluation excess ¥ ¥ Total Accumulated other comprehensive income Minority interests Total net assets Millions of yen Balance at March 31, 2009 205,054,873 ¥ 25,090 ¥ 18,644 ¥ 101,268 ¥ (203) ¥ 144,800 ¥ 1,332 (0) 3,484 ¥ 4,816 ¥ 2,802 ¥ 152,420 Net income for the year – – – 3,847 – 3,847 – – – – – 3,847 Cash dividends – – – (1,331) – (1,331) – – – – – (1,331) Purchases of treasury stock – – – – (12) (12) – – – – – (12) Disposition of treasury stock – – (3) – 7 3 – – – – – 3 Reversal of land revaluation excess Transfer from retained earnings to capital surplus Net changes other than shareholders’ equity – – – (232) – (232) – – – – – (232) – – 5 (5) – – – – – – – – – – – – – – 14,371 0 232 14,603 229 14,833 205,054,873 25,090 18,645 103,547 (207) 147,076 15,703 (0) 3,716 19,420 3,032 169,529 Net income for the year – – – 3,542 – 3,542 – – – – – 3,542 Cash dividends – – – (1,433) – (1,433) – – – – – (1,433) Purchases of treasury stock – – – – (30) (30) – – – – – (30) Disposition of treasury stock – – (3) – 6 2 – – – – – 2 Reversal of land revaluation excess Transfer from retained earnings to capital surplus Increase from equity change of subsidiary Net changes other than shareholders’ equity – – – 121 – 121 – – – – – 121 – – 3 (3) – – – – – – – – – – – 42 – 42 – – – – – 42 – – – – – – (6,773) (0) (121) (6,895) 45 (6,849) Balance at March 31, 2010 Balance at March 31, 2011 205,054,873 ¥ 25,090 ¥ 18,645 ¥ 105,816 ¥ (231) ¥ 149,321 ¥ 8,929 ¥ (0) ¥ 3,595 ¥ 12,525 ¥ 3,077 ¥ 164,924 (0) $ 44,696 $ 233,558 $ 36,468 $ 2,038,834 Thousands of U.S. dollars Balance at March 31, 2010 $ 301,754 $ 224,243 $ 1,245,310 $ (2,499) $ 1,768,808 $ 188,862 $ Net income for the year – – 42,605 – 42,605 – – – – – 42,605 Cash dividends – – (17,237) – (17,237) – – – – – (17,237) Purchases of treasury stock – – – (364) (364) – – – – – (364) Disposition of treasury stock – (45) – 76 31 – – – – – 31 Reversal of land revaluation excess Transfer from retained earnings to capital surplus Increase from equity change of subsidiary Net changes other than shareholders’ equity – – 1,456 – 1,456 – – – – – 1,456 – 45 (45) – – – – – – – – – – 513 – 513 – – – – – 513 – – – – – (81,467) (1) (1,456) (82,924) 546 (82,378) Balance at March 31, 2011 $ 301,754 $ 224,243 $ 1,272,602 $ (2,787) $ See accompanying Notes to Consolidated Financial Statements. 17 1,795,812 $ 107,395 $ (1) $ 43,240 $ 150,634 $ 37,014 $ 1,983,460 The Bank of Nagoya, Ltd. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended March 31, 2011 and 2010 Thousands of U.S. dollars 2011 Millions of yen 2011 Cash flows from operating activities: Income before income taxes and minority interests Adjustments for: Depreciation and amortization Impairment loss on fixed assets Increase in reserve for possible loan losses Decrease in reserve for executive retirement benefits Decrease in reserve for losses on repayments of dormant bank accounts Increase in reserve for contingent loss Increase (decrease) in reserve for loss on interest repayment Interest income recognized on statement of income Interest expenses recognized on statement of income Net gains on securities Net (increase) decrease in call loans and bills purchased and others Net (increase) decrease in loans and bills discounted Net decrease in lease receivables and investments in leased assets Net increase (decrease) in deposits Net increase (decrease) in call money and bills sold Interest income received Interest expenses paid Other, net Subtotal Income taxes paid Net cash (used in) provided by operating activities ¥ Cash flows from investing activities: Purchases of securities Proceeds from sales and maturities of securities Net change in money held in trust Purchases of tangible fixed assets Proceeds from sales of tangible fixed assets Other, net Net cash provided by (used in) investing activities Cash flows from financing activities: Dividends paid Purchases of treasury stock, net of disposition Repayments to minority shareholders Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year (Note 2(b)) ¥ 6,294 2010 ¥ 6,751 $ 75,698 1,838 163 974 (17) (28) 852 12 (41,560) 3,490 (2,597) (1,006) (21,049) 2,164 312 831 42,448 (4,176) 3,502 (7,550) (4,186) (11,736) 1,897 651 966 (40) (14) 148 (49) (43,776) 5,670 (1,481) 4,676 22,777 2,530 (7,181) (20,000) 44,835 (5,099) (11,241) 2,019 (1,547) 472 22,116 1,971 11,717 (216) (340) 10,247 149 (499,826) 41,983 (31,237) (12,103) (253,146) 26,031 3,756 10,000 510,507 (50,231) 42,120 (90,804) (50,348) (141,152) (272,885) 281,458 - (1,598) 282 (17) 7,240 (262,382) 210,155 1,839 (2,193) 29 (74) (52,624) (3,281,841) 3,384,955 – (19,227) 3,400 (212) 87,075 (1,435) (23) (72) (1,531) 6 (6,021) 99,903 93,882 (1,333) (8) - (1,341) 5 (53,488) 153,392 99,903 (17,263) (285) (874) (18,422) 79 (72,420) 1,201,489 1,129,069 ¥ See accompanying Notes to Consolidated Financial Statements. 18 $ The Bank of Nagoya, Ltd. and Subsidiaries Notes to Consolidated Financial Statements 1. Basis of Consolidated Financial Statements The accompanying consolidated financial statements of The Bank of Nagoya, Ltd. (the “Bank”) and its subsidiaries (together with the Bank, the “Group”) have been prepared in conformity with accounting principles generally accepted in Japan (“Japanese GAAP”), which are different in certain respects as to application and disclosure requirements from International Financial Reporting Standards. The accompanying consolidated financial statements have been restructured and translated into English from the consolidated financial statements of the Bank prepared in accordance with Japanese GAAP and filed with the appropriate Local Finance Bureau of the Ministry of Finance as required by the Financial Instrument and Exchange Law of Japan. Certain supplementary information included in the statutory Japanese language consolidated financial statements, but not required for fair presentation, is not presented in the accompanying consolidated financial statements. The amounts in Japanese yen are presented in millions of yen and are rounded down to the million. Accordingly, the sum of each yen amount appearing in the accompanying consolidated financial statements and the notes thereto may not be exactly equal to the sum of the individual account balances. The translations of the Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan, using the prevailing exchange rate at March 31, 2011, which was ¥83.15 to US$1.00. The translations should not be construed as a representation that the Japanese yen amounts have been, could have been or could in the future be converted into U.S. dollars at this or any other rate of exchange. Certain comparative figures have been reclassified to conform to the current year’s presentation. Effective the year ended March 31, 2011, the Group has adopted the “Cabinet Office Ordinance Partially Revising Regulation on Terminology, Forms and Preparation of Financial Statements” (Cabinet Office Ordinance No. 5, on March 24, 2009) based on the “Accounting Standard for Consolidated Financial Statements” (Accounting Standards Board of Japan (“ASBJ”) Statement No. 22, on December 26, 2008). As a result, “Income before minority interests” was separately presented on the consolidated statements of income for the year ended March 31, 2011. Effective the year ended March 31, 2011, the Group has adopted the “Accounting Standard for Presentation of Comprehensive Income” (ASBJ Statement No. 25, on June 30, 2010). Accordingly, the consolidated statement of comprehensive income has been presented. Information with respect to comprehensive income for the year ended March 31, 2010 was disclosed in Note 16. The consolidated balance sheet and the consolidated statement of changes in net assets as of and for the year ended March 31, 2010 have been modified to conform with the new presentation rules of 2011. 2. Summary of Significant Accounting Policies (a) Principles of consolidation The accompanying consolidated financial statements include the accounts of the Bank and all of its subsidiaries. Both at March 31, 2011 and 2010, the Bank had five subsidiaries primarily engaged in the business of providing a wide range of financial services to customers. The Bank had no affiliates at March 31, 2011 and 2010. The difference between the cost of investments in subsidiaries and the underlying equity in their net assets adjusted based on the fair value at the time of acquisition is deferred as goodwill and amortized over five years using the straight-line method. Negative goodwill which was incurred and recognized prior to April 1, 2010 is amortized over five years on a straight-line basis as permitted by the revised 19 accounting standard for business combinations (ASBJ Statement No. 21). In consolidation, all intercompany transactions and accounts have been eliminated. In addition, all significant unrealized profits included in assets resulting from transactions within the Group have been eliminated. (b) Cash and cash equivalents For the purpose of the consolidated statements of cash flows, cash and cash equivalents consisted of cash and due from banks with an original maturity of three months or less at March 31, 2011 and 2010 as follows: Thousands of U.S. dollars Millions of yen 2011 Cash and due from banks ¥ Less, due from banks whose period exceeds three months Cash and cash equivalents 2010 93,882 ¥ - ¥ 93,882 100,003 2011 $ - (100) ¥ 99,903 1,129,069 $ 1,129,069 (c) Trading account securities Trading account securities are stated at fair value at the fiscal year-end. Related gains and losses, both realized and unrealized, are included in current earnings. Accrued interest on trading account securities is included in “Other assets”. (d) Securities Debt securities for which the Group has both the intent and the ability to hold to maturity are classified as held-to-maturity securities and are stated at amortized cost. Available-for-sale securities which have readily determinable fair value other than those classified as trading or held-to-maturity securities are carried at fair value based on the market price at the respective fiscal year-end, with the net unrealized gains or losses reported as a component of accumulated other comprehensive income in net assets, net of applicable income taxes. Available-for-sale securities whose fair value is extremely difficult to determine are stated at moving average cost. The carrying values of individual investment securities are reduced if necessary, through write-downs to reflect other-than-temporary declines in value. Gains and losses on the disposal of securities are principally computed based on the moving average method. Accrued interest on securities is included in “Other assets”. (Change in Accounting Policies) Effective March 31, 2010, the Group adopted the revised Accounting Standard, “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, revised on March 10, 2008) and the “Guidance on Disclosures about Fair Value of Financial Instruments” (ASBJ Guidance No. 19, revised on March 10, 2008). The revised standard effectively expands the scope of securities to be stated at fair value on the balance sheet to include certain non-marketable securities and requires that fair value of all financial instruments be disclosed unless the fair value is extremely difficult to determine. As a result of this change, at March 31, 2010, securities increased by ¥456 million, deferred tax assets decreased by ¥184 million and net unrealized gains on available-for-sale securities increased by ¥271 million from the amounts that would have been recorded with the previous accounting method. In addition, income before income taxes and minority interests for the year ended March 31, 2010 increased by ¥85 million. 20 (e) Derivatives and hedge accounting The Bank uses various derivative instruments. Derivatives are recorded at fair value, with changes in fair values included in the consolidated statements of income for the period in which they arise, except for derivatives that are designated as hedging instruments and qualify for hedge accounting. The Bank applies the deferral method of hedge accounting for hedges of foreign exchange risks associated with various foreign currency denominated monetary assets and liabilities in accordance with the Industry Audit Committee Report No. 25, “Treatment of Accounting and Auditing Concerning Accounting for Foreign Currency Transactions in Banking Industry” issued by the Japanese Institute of Certified Public Accountants (“JICPA”). The effectiveness of the currency swap transactions, exchange swap transactions and similar transactions that hedge the foreign exchange risks of monetary assets and liabilities denominated in foreign currencies described above is assessed based on the comparison of the foreign currency position of the hedged monetary assets and liabilities and the corresponding hedging instruments. (f) Loans and bills discounted and reserve for possible loan losses The reserve for possible loan losses is established based on management’s judgment and assessment of future losses. The Bank has implemented a self-assessment system for its asset quality. The quality of all loans is assessed by the branch and business unit, and is subsequently examined by the Credit Supervision Division in accordance with the Bank’s policy and rules for self-assessment of asset quality. The Bank has established a credit rating system under which customers are classified into five categories. All loans are classified for self-assessment purposes in the following categories: “legal bankruptcy”, “de facto bankruptcy”, “bankruptcy risk”, “watch” and “normal”. The Bank provides a reserve for possible loan losses at an amount deemed necessary to cover possible future losses. For the claims to borrowers in legal bankruptcy and de facto bankruptcy, a reserve is provided based on the amounts of the claims, net of the amounts expected to be collected through the disposal of collateral or from guarantees. For claims to borrowers with bankruptcy risk, a reserve is provided for the amounts considered necessary based on an overall solvency assessment performed for the amounts of claims, net of the amounts expected to be collected through the disposal of collateral or from guarantees. For claims in the watch and the normal category, a reserve has been provided based on the historical loss experience of the Bank for a certain past period. The reserve of the subsidiaries has been provided for as the aggregate amounts of estimated credit loss based on the individual financial review approach for doubtful or troubled claims and a general reserve based on the historical loss experience for other claims. (g) Tangible fixed assets and depreciation (except for leases) Tangible fixed assets are principally stated at cost less accumulated depreciation. Depreciation is computed by the declining-balance method over the estimated useful life of the asset, except for buildings acquired on or after April 1, 1998, which are depreciated using the straight-line method. The useful lives of tangible fixed assets range as follows: 2011 and 2010 Buildings Equipment and other 15 years to 50 years 4 years to 20 years (h) Intangible fixed assets and amortization (except for leases) Intangible fixed assets are amortized using the straight-line method. Costs of computer software that the subsidiaries have developed or obtained for internal use are principally capitalized and are 21 amortized using the straight-line method over the estimated useful life of five years. (i) Leases (Accounting for leases as lessee) The Group, as lessee, capitalizes the assets used under finance leases commencing on and after April 1, 2008, except for certain immaterial or short-term finance leases accounted for as operating leases. Depreciation of the leased assets capitalized in finance lease transactions is computed by the straight-line method over the lease term as the useful life and with the assumption of no residual value unless residual value is guaranteed by the corresponding lease contracts. As permitted, finance leases which commenced prior to April 1, 2008 and have been accounted for with the accounting treatment similar to that used for operating leases continue to be accounted for with the accounting treatment similar to that used for operating leases, with certain disclosure information. (Accounting for leases as lessor) A certain subsidiary engaged in leasing operations as lessor recognizes “investments in leased assets” for finance leases that do not transfer ownership of the leased assets to the lessee and recognizes “lease receivables” for finance leases that transfer ownership, in a manner similar to the accounting treatment for ordinary sale transactions. The total amount equivalent to interest is allocated over the lease term using the interest method, and the subsidiary recognizes the leasing income for lease payment received from customers and related costs, net of imputed interest, when the subsidiary receives the lease payments, as permitted by the accounting standard. With respect to finance leases commenced prior to April 1, 2008, the appropriate book value, net of accumulated depreciation, of the fixed assets as of March 31, 2008 is recognized as the value of the leased assets at April 1, 2008, and the total amount equivalent to interest is allocated over the lease term using the straight-line method as the permitted transitional manner, instead of using interest method as the principal method of the revised accounting standard. As a result, interest revenue for the years ended March 31, 2011 and 2010 was ¥286 million ($3,444 thousand) and ¥213 million more than the amount that would have been calculated by the interest method. Certain transfers of lease payments to be received are accounted for as sales transactions if the derecognition criteria under the accounting standard of financial instruments are met. (j) Impairment of fixed assets Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss should be recognized in the income statement by reducing the carrying amount of the impaired asset or a group of assets to the recoverable amount, measured as the higher of the asset’s net selling price or value in use. Fixed assets include land, buildings and other forms of property as well as intangible assets and are to be grouped at the lowest level for which there are identifiable cash flows separate from other groups of assets. For the purpose of recognition and measurement of an impairment loss, fixed assets of the Bank are grouped into cash generating units such as operating branches other than idle or unused property, and fixed assets of the subsidiaries are grouped into the respective units which manage and determine income and expenses. The Group recognized impairment loss on fixed assets, amounting to ¥163 million ($1,971 thousand) for idle or unused properties and ¥651 million for unprofitable operating branches for the years ended March 31, 2011 and 2010, respectively. Recoverable amounts of the assets were measured based on their net selling prices, which were based on appraisal valuations or expected selling amounts less estimated costs of disposal and/or expected disposal amounts. Accumulated impairment loss is deducted from the net book value of each asset. (k) Foreign currency translation Assets and liabilities denominated in foreign currencies of the Group are translated into Japanese yen at the exchange rate prevailing at the fiscal year-end. Revenues and expenses are translated at the exchange rate prevailing at transaction dates. Gains and losses resulting from transactions are included in the determination of net income. 22 (l) Reserve for employee bonuses A reserve for employee bonuses is provided based on the estimated amount of future payments attributable to the respective year. (m) Reserve for executive bonuses A reserve for executive bonuses is provided for the payment of bonuses to directors and corporate auditors based on the estimated amount of the payments attributable to the respective year. (n) Reserve for employee retirement benefits Employees who terminate their service with the Group are entitled to retirement benefits, which are generally determined with reference to current basic rates of pay, length of service and conditions under which the termination occurs. The Group principally recognizes retirement benefits, including the pension cost and the related liability, based on the actuarial present value of the projected benefit obligation using an actuarial appraisal approach and the value of pension plan assets available for benefits at the respective fiscal year-ends. Unrecognized prior service cost is amortized using the straight-line method over a certain period within the average remaining years of service of employees from the year in which it occurs. Unrecognized actuarial differences such as changes in the projected benefit obligation or value of pension plan assets resulting from actual experience being different from what was assumed from changes in the assumptions themselves are amortized on a straight-line basis over a certain period within the average remaining years of service of employees from the next year after they arise. In respect to the amortization period for unrecognized prior service cost and actuarial differences, the Bank recognizes an amortization period of thirteen years as a certain period within the average remaining years of service of employees. (Change in Accounting Policies) Effective March 31, 2010, the Group adopted the “Partial Amendments to Accounting Standard for Retirement Benefits (Part 3)” (ASBJ Statement No. 19 issued on July 31, 2008). The revised standard requires the Group to use the rate of return on long-term government or gilt-edged bonds prevailing as of the end of the fiscal year for calculating the projected benefit obligation of a defined-benefit retirement plan. Previously, the Group was allowed to use a discount rate determined by taking into consideration fluctuations in the yield of long-term government or gilt-edged bonds over a certain period. This change had no impact on the accompanying consolidated financial statements for the year ended March 31, 2010. (o) Reserve for executive retirement benefits A reserve for executive retirement benefits is provided for based on the Group’s internal rules in the amount that would be payable assuming the directors and corporate auditors terminated their services at the balance sheet date. (p) Reserve for losses on repayments of dormant bank accounts In order to cover the possible losses on claims from customers for the repayment of dormant bank accounts, which were previously recognized as income, the Bank provides reserve to the extent of the estimated losses based on the historical loss experience taking into consideration the repayment conditions for a certain past period. A provision for losses on repayments of dormant bank accounts is included in “Other expenses” and amounted to ¥90 million ($1,086 thousand) and ¥100 million for the years ended March 31, 2011 and 2010, respectively. 23 (q) Reserve for contingent loss Reserve is provided at an amount deemed necessary to cover possible future losses from the default of loans under the responsibility sharing system on guarantees of loans related to the Credit Guarantee Corporation based on the historical default loss experience. A provision for contingent loss is included in “Other expenses” and amounted to ¥852 million ($10,247 thousand) and ¥148 million for the years ended March 31, 2011 and 2010, respectively. (r) Reserve for loss on interest repayment In order to cover possible losses for the repayment of interest received from customers that exceeded the upper limit of interest rates prescribed by the Interest Rate Restriction Law, a subsidiary has provided for an allowance for losses on interest repayments to the extent of the estimated losses for repayment claims from customers for which court settlements have not been reached based on historical loss experience and taking into consideration the repayment conditions for a certain recent past period. (s) Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss carryforward. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. (t) Appropriation of retained earnings Cash dividends are recorded in the fiscal year when a proposed appropriation of retained earnings is approved by the Board of Directors and/or shareholders. (u) Per share data Net income per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the respective year. Diluted net income per share is not disclosed as the Group had no diluted common shares for the years ended March 31, 2011 and 2010. Cash dividends per share shown in the accompanying consolidated statements of income represent dividends declared as applicable to the respective year. (v) Asset retirement obligations Effective from the year ended March 31, 2011, the Group has adopted the “Accounting Standard for Asset Retirement Obligations” (ASBJ Statement No. 18, on March 31, 2008) and the “Guidance on Accounting Standard for Asset Retirement Obligations” (ASBJ Guidance No. 21, on March 31, 2008). As a result of the adoption of these standards, asset retirement obligation of ¥18 million ($226 thousand) was recorded at March 31, 2011. The impact on income before income taxes and minority interests from this change was immaterial. (w) New accounting standards for business combinations Effective from the year ended March 31, 2011, the Group has adopted the “Accounting Standard for Business Combinations” (ASBJ Statement No. 21, issued on December 26, 2008), the “Accounting Standard for Consolidated Financial Statements” (ASBJ Statement No. 22, issued on December 26, 2008) and the “Revised Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, on December 26, 2008). 24 3. Financial Instruments and related disclosures (a) Qualitative information on financial instruments (1) Group Policy for financial instruments The Group operates deposit taking, loan business and financial market investment. Since the Group has financial assets and liabilities which mainly involve interest rate risk, the Bank adopts the Asset Liability Management system (ALM) to avoid any unfavorable influence due to interest rate fluctuation. Derivative transactions are also used as a part of ALM. (2) Nature and extent of risks arising from financial instruments Financial assets held by the Group are mainly comprised of loans to domestic corporate entities and individuals, and securities. Loans are subject to customer credit risk which represents loss on default caused by deteriorated credit of the borrowers. Securities which are primarily comprised of equity securities, bonds and mutual funds are held for investment and business promotion purposes. These securities are exposed to the credit risk of issuers, interest rate fluctuation risk and market price fluctuation risk. As for the securities denominated in foreign currencies, the amount of bonds denominated in foreign currencies are basically purchased up to the corresponding amount of deposits and fund procurement in foreign currencies to avoid foreign exchange fluctuation risk. Financial liabilities include mainly deposits from customers and are subject to liquidity risk. As for variable interest deposits, such deposits are exposed to interest rate fluctuation risk. Derivative transactions include interest rate swaps, forward foreign currency contracts, etc. The Group uses derivative transactions for the purpose of optimizing ALM in order to avoid interest rate fluctuation risk in relation to deposits and loans, and to fulfill the customer’s hedging requirements of market risk of fluctuation in foreign currency exchange rates. Hedge accounting is applied for certain transactions, making a distinction between the hedge transactions offsetting market fluctuations and fixing cash flows, and specifying necessary tests for effectiveness of hedge transactions. Derivative transactions which do not meet the hedge accounting criteria are exposed to foreign exchange fluctuation risk and interest rate fluctuation risk. (3) Risk management for financial instruments (i) Credit Risk Management The Group manages its credit risk by maintaining a credit exposure management framework in relation to loans in accordance with “the Credit Policy” which stipulates basic ideas in relation to credit exposure management and administration rules regarding credit risk. The framework includes credit administration on each loan, credit lines, administration of credit records, internal ratings, and also includes setting guaranty or collateral, and handling outstanding loans. These credit exposure managements are held by each sales branch and loan department and are reported to managing committee and/or Board of Directors’ meeting on a routine basis. Credit risk of issuers of securities and counterparty’s risk of derivative transactions are managed by international securities department recognizing credit information and fair value on a regular basis. (ii) Market risk management (a) Interest risk management The Group established the ALM committee for the purpose of recognizing and managing interest rate fluctuation risk comprehensively and pursuing an appropriate ALM system. The ALM committee stipulates risk control methods and procedures in ALM committee codes, operates the 25 committee in accordance with the management policy of ALM determined by the Board of Directors’ meeting, monitors the status of implementation and discusses at the Board of Directors’ meetings the actions to be taken in the future. On a daily basis, the risk control department checks interest rates and periods of financial assets and liabilities comprehensively, monitors risks using gap analysis and maturity ladder approach, and reports to the ALM committee and Board of Directors’ meeting monthly. Interest rate swap transactions are also used under ALM system to avoid interest rate fluctuation risk. (b) Foreign exchange risk management The Group enters into forward foreign currency contracts, and manages each transaction to avoid foreign exchange fluctuation risk on transactions with customers. (c) Market price fluctuation risk management The Group holds investment products including marketable securities based on marketable securities investment planning determined by managing committee in accordance with market fluctuation risk management rules under the Board of Directors’ meeting. Since the international securities department purchases investment products from outside, the market price fluctuation risk is reduced through consecutive monitoring as well as preliminary review and setup for investment limits. Most of the equity securities held by the corporate planning department are for the business promotion purpose, and market condition and financial status of customers are monitored and reported to the managing committee on a regular basis. (d) Derivative transactions As for the derivative transactions, an internal check system has been established through segregating the operation, custody and valuation of the effectiveness of hedge transactions. (e) Quantitative information on market risk i) Financial instruments for trading purpose The Group uses historical simulation method (based on the assumptions of a holding period of 120 business days, 99% confidence level and observation period of 1,200 business days) for the calculation of interest-related Value at Risk (“VaR”) of trading account securities. As of March 31, 2011, the market risk exposure (the expected maximum loss) of the Group’s trading operation amounted to ¥2 million ($29 thousand). ii) Financial instruments for other than trading purpose Market risk is the primary risk factor to the Group. Major financial instruments subject to market risk are “Loans and bills discounted”, bond and equity securities, investment trusts included in “Securities”, “Deposits” and interest rate swaps included in “Derivatives”. The historical simulation method (based on the assumptions of a holding period of 120 business days, 99% confidence level and observation period of 1,200 business days) is used for the calculation of VaR of these financial assets and liabilities. As of March 31, 2011, the market risk exposures (the expected maximum loss) of the Group’s banking operations were as follows: Value at Risk Millions of Thousands of yen U.S. dollars 2011 Securities for investment purpose (*1) Strategically held equity securities Loans and deposits (*2) 26 ¥ 15,453 22,936 16,212 2011 $ 185,853 275,842 194,974 Notes: (*1) Securities for investment purpose: yen bonds, foreign bonds, equity securities for investment purpose, investment trusts and OTC options. (*2) Loans and deposits: due from banks, certificate of deposits, loans, interest rate swaps for ALM hedging purpose, call loans, deposits and others. iii) Supplementary explanation about quantitative information on market risk The Group evaluates the effectiveness of the measurement model by performing back-testing procedures to compare VaR calculated by the measurement system with actual losses. VaR provides the market risk exposure which is statistically calculated under certain probability based on historical market fluctuations; therefore, it may not be able to capture the risks when the market environment changes extraordinarily. (iii) Liquidity risk management The Group regards stable fund raising as a top priority, and conducts asset management on a timely basis. Liquidity risk is managed by diversification of means of fund raising and adjustment of balance of long-term and short-term loans. (4) Supplemental information on fair values Fair value of financial instruments includes quoted price in the active markets. If quoted price is not available, other rational valuation techniques are used instead. Since certain assumptions are used when calculating fair values, different assumptions may lead to different fair values. (b) Fair value of financial instruments Carrying values and fair values of financial instruments at March 31, 2011 and 2010 were as follows: Carrying value March 31, 2011 Cash and due from banks Call loans and bills purchased ¥ Trading account securities Securities - Available-for-sale securities (* 1) Loans and bills discounted: Fair value Millions of yen 93,882 3,734 93,882 3,734 ¥ – – 123 123 – 788,411 788,411 – 2,057,158 24,571 2,055,090 Reserve for possible loan losses (*2) (22,503) Loans and bills discounted – subtotal 2,032,587 Total ¥ Unrealized gain/(loss) ¥ 2,918,739 ¥ 2,943,310 ¥ 24,571 Deposits ¥ ¥ 2,791,869 831 24,229 2,816,930 ¥ ¥ 2,789,923 831 24,162 2,814,916 ¥ Call money and bills sold Borrowed money Total ¥ 1,946 – 67 2,014 ¥ (1,028) ¥ (1,028) ¥ – Derivative transactions (* 3): To which hedge accounting is not applied To which hedge accounting is applied Total (9) ¥ 27 (1,037) (9) ¥ (1,037) – ¥ – Carrying value March 31, 2010 Cash and due from banks Call loans and bills purchased ¥ 100,003 2,728 Trading account securities Securities - Available-for-sale securities (* 1) Loans and bills discounted: Fair value Millions of yen 1 – – 807,541 807,541 – 2,044,901 31,305 2,034,041 Loans and bills discounted – subtotal 2,013,595 Total ¥ 34 (20,445) Deposits Borrowed money 100,005 2,728 34 Reserve for possible loan losses (*2) Total ¥ Unrealized gain/(loss) ¥ 2,923,903 ¥ 2,955,210 ¥ 31,307 ¥ ¥ ¥ 2,792,714 22,052 2,814,766 ¥ ¥ 2,789,610 21,953 2,811,563 ¥ 3,103 99 3,203 ¥ (762) ¥ (762) ¥ – Derivative transactions (* 3): To which hedge accounting is not applied To which hedge accounting is applied Total (48) ¥ (811) (48) ¥ Carrying value March 31, 2011 (811) – ¥ Fair value – Unrealized gain/(loss) Thousands of U.S. dollars Cash and due from banks $ Call loans and bills purchased $ 44,918 – – 1,486 1,486 – 9,481,802 – 24,444,826 24,740,332 295,506 $ 35,102,101 $ 35,397,607 $ 295,506 $ 33,552,894 $ 33,576,302 $ 23,408 10,000 10,000 – $ 290,583 33,853,477 291,398 $ 33,877,700 $ 815 24,223 $ (12,365) $ $ – Loans and bills discounted: Reserve for possible loan losses (* 2) (270,634) Loans and bills discounted – subtotal Call money and bills sold Borrowed money Total 1,129,069 9,481,802 24,715,460 Securities - Available-for-sale securities(*1) Deposits $ 44,918 Trading account securities Total 1,129,069 Derivative transactions (* 3): To which hedge accounting is not applied To which hedge accounting is applied Total (112) $ 28 (12,477) (12,365) (112) $ (12,477) – $ – Notes: (*1) The following securities are excluded from the above table because management of the Bank concluded that their fair values are virtually impossible to estimate. Thousands of U.S. dollars 2011 Millions of yen March 31, Unlisted securities *1 2011 ¥ 4,652 ¥ 4,664 Investments in partnerships *2 Total *1 *2 (*2) (*3) 2010 ¥ 11 4,676 $ 55,951 21 ¥ 4,697 141 $ 56,092 The Group wrote off unlisted securities amounting to ¥18 million ($228 thousand) and ¥372 million for the years ended March 31, 2011 and 2010, respectively. The fair value of investments in partnerships, comprised of assets whose fair value cannot be reliably determined such as unlisted securities, is exempt from disclosure. General and individual reserves for possible loan losses corresponding to loans and bills discounted are to be deducted. Derivative transactions show the net amount after offsetting the receivables and payables. Details of the methodologies and assumptions used to estimate fair value of financial instruments are summarized below: Financial assets: Cash and due from banks Since the fair value of due from banks with demand or short maturities (within one year) is approximately equal to the carrying value, the carrying value of these instruments is deemed as fair value. As for the due from banks with maturities exceeding one year, present value is calculated by discounting at rates based on the assumption of new deposit to the groups over the remaining period. Fair value of structured deposits is determined by considering the valuation of derivatives made by the financial institutions in addition to the present value mentioned above. Call loans and bills purchased The carrying value of call loans and bills purchased approximates fair value because of their short maturities (within one year). Trading account securities The fair value of trading account securities held for trading business is measured at the quoted market price of the exchange or the price provided by financial institutions. Securities The fair value of equity securities, bonds and mutual funds is measured at the quoted market price of the exchange, the price provided by financial institutions, and net asset value publicly notified, respectively. The fair value of privately placed bonds is determined by discounting the sum of principal and interest, which is sorted by the internal rating and period at the Group’s assumed corporate rate for new issuance. The fair value of securities issued by legal bankruptcy, de facto bankruptcy and bankruptcy risk is calculated on the basis of present value of estimated future cash flow or net of the amount expected to be collected through disposal of collateral or from guarantees. Loans and bills discounted The fair value of commercial paper, loans on notes and overdrafts which have short maturities (within one year) is approximately equal to the carrying value unless the credit status of the borrower has changed dramatically after the execution because of their quick reflection of market interest rate. Therefore, the carrying value of the instruments is deemed as fair value. The fair value of loans on 29 deeds is determined by discounting the sum of principal and interest, which is sorted by the nature of loans, and internal rating and period, at the Group’s assumed corporate rate for new loan. The fair value of structured loans is determined by considering the value calculated by using the option pricing model in addition to the fair value mentioned above. As for the loans to borrowers in legal bankruptcy, de facto bankruptcy or bankruptcy risk, since reserve for possible loan losses is estimated based on the present value of estimated future cash flow or net of the amount expected to be collected through disposal of collateral or from guarantees, the fair value approximates the carrying amount shown on the consolidated balance sheet at the closing date minus present estimated reserve for possible loan losses, which is deemed as fair value. The carrying amount of loans and bills discounted without repayment terms such as limiting loans to the range of collateral assets is deemed as fair value since the fair value is approximately equal to the carrying value considering the expected repayment period and interest rate conditions. Financial liabilities: Deposits The fair value of demand deposits in Japanese yen is deemed as the amount payable (carrying amount) if demanded on the consolidated balance sheet date. The fair value of time deposits and certificates of deposit is determined by discounting future cash flow on each classification based on a certain period. The discount rate is the rate used for accepting new deposits. Since all maturities of deposits in foreign currencies are short (within one year) and the fair value approximates the carrying value, the carrying value is deemed as fair value. Call money and bills sold Since maturities are short (within one year) and the fair value approximates the carrying value, the carrying value is deemed as fair value. Borrowed money The carrying value of borrowed money with variable interest rate is deemed as fair value because of quick reflection to the market interest rate, and immaterial changes of the credit status of the Bank and the consolidated subsidiaries after execution. The fair value of borrowed money with fixed interest rate is the present value determined by discounting the sum of principal and interest, which is sorted by a certain period at the Group’s assumed corporate rate for similar borrowing. The carrying amount of borrowed money with short maturities (within one year) is deemed as fair value since the fair value approximates the carrying value. 30 (c) Maturity analysis for financial assets and securities with contractual maturities March 31, 2011 Due in one year or less Due after one year through three years Due after three years through five years Due after five years through seven years Due after seven years through ten years Due after ten years Millions of yen Due from banks Call loans and bills purchased Securities: Available-for-sale securities with maturity(* 1) National government bonds Local government bonds Bonds and debentures ¥ 57,269 ¥ – ¥ – ¥ – ¥ – ¥ – 3,734 – – – – – – 105,601 109,700 18,200 50,200 – 2,924 14,866 43,175 4,334 15,429 – 30,980 89,455 109,817 34,058 36,516 1,717 Others (* 2) 2,578 10,903 12,883 7,431 6,365 1,000 Securities - total Loans and bills discounted (* 3) 36,483 220,827 275,576 64,024 108,510 2,717 715,948 434,541 274,131 143,467 128,698 307,316 Total ¥ 813,436 ¥ 655,369 ¥ 549,708 ¥ 207,491 ¥ 237,209 ¥ 310,034 $ – $ – Thousands of U.S. dollars Due from banks Call loans and bills purchased Securities: Available-for -sale securities with maturity (*1 ) National government bonds Local government bonds Bonds and debentures Others (* 2) Securities - total Loans and bills discounted (* 3) $ 688,753 $ – $ – $ – 44,918 – – – – – – 1,270,012 1,319,302 218,882 603,728 – 35,170 178,793 519,253 52,125 185,564 – 372,582 31,013 438,765 1,075,838 131,132 2,655,775 1,320,713 154,943 3,314,211 409,604 89,375 769,986 439,158 76,551 1,305,001 20,659 12,026 32,685 8,610,328 5,225,999 3,296,833 1,725,401 1,547,791 3,695,934 Total $ 9,782,764 $ 7,881,774 $ 6,611,044 $ 2,495,387 $ 2,852,792 $ 3,728,619 Notes: *1. Amounts of securities are stated on the basis of estimated redemption amounts regarding a principal which is not matched with the amount shown in the consolidated balance sheet. *2. “Others” includes Samurai bonds, Euro-Yen bonds and foreign currency bonds. *3. The portion whose timing of collection is unforeseeable, such as loans to “legal bankruptcy” borrowers, loans to “de facto bankruptcy” borrowers and loans to “bankruptcy risk” borrowers, amounting to ¥50,985 ($613,173 thousand), is not included in the above table. 31 (d) Repayment schedule for borrowed money and other debts with contractual maturities March 31, 2011 Due after one year through three years Due in one year or less Due after three years through five years Due after five years through seven years Due after seven years through ten years Due after ten years Millions of yen Deposits (* 1) Call money and bills sold Borrowed money Total ¥ 2,602,830 ¥ 172,130 ¥ 12,826 ¥ 760 ¥ 1,375 – 831 – – – – – 12,837 8,475 2,850 – – – ¥ 1,375 – $ 16,538 – ¥ 2,616,498 ¥ 180,605 ¥ 15,676 ¥ 760 Thousands of U.S. Dollars Deposits (* 1) Call money and bills sold Borrowed money $ 31,302,829 $ 2,070,122 $ 154,263 10,000 – – – – – 154,384 101,924 34,275 – – – 16,538 – Total $ 31,467,213 $ 2,172,046 $ 188,538 Note: *1. Deposits on demand are included in “Due in one year or less”. $ 9,142 $ 9,142 $ 4. Trading Account Securities and Securities At March 31, 2011 and 2010, securities consisted of the following: Thousands of U.S. dollars Millions of yen 2011 National government bonds Local government bonds Bonds and debentures Equity securities Other securities 2010 2011 ¥ 285,471 81,473 303,999 74,323 47,807 ¥ 318,765 74,303 278,128 85,189 55,852 $ 3,433,211 979,839 3,656,043 893,849 574,952 ¥ 793,075 ¥ 812,239 $ 9,537,894 Securities are classified as trading, held-to-maturity or available-for-sale. The classification determines the respective accounting method as stipulated by the accounting standard for financial instruments. Monetary claims bought, trading account securities and securities in the accompanying consolidated balance sheets included marketable securities traded on stock exchanges. At March 31, 2011 and 2010, the carrying values of trading account securities and the related net unrealized gains or losses included in the current earnings were as follows: 32 Carrying value Unrealized gain/(loss) Carrying value Unrealized gain/(loss) Millions of yen 2011 Trading account securities ¥ 123 Carrying Unrealized value gain/(loss) Thousands of U.S. dollars 2010 ¥ 0 ¥ 34 2011 (0) ¥ $ 1,486 $ 7 At March 31, 2011 and 2010, gross unrealized gains and losses on available-for-sale securities with fair value were summarized as follows: Gross Gross Fair and unrealized unrealized carrying Acquisition cost gains losses value Millions of yen Available-for-sale securities with fair value at March 31, 2011: Equity securities ¥ 56,786 ¥ 15,229 Bonds: National government bonds 284,923 1,801 Local government bonds 81,154 591 Bonds and debentures 302,630 2,294 Others 48,719 ¥ 774,214 197 ¥ 20,114 Available-for-sale securities with fair value at March 31, 2010: Equity securities ¥ 58,233 ¥ 23,185 Bonds: National government bonds 318,264 2,422 Local government bonds 73,289 1,024 Bonds and debentures 275,482 3,043 Others 57,304 362 ¥ 782,575 ¥ ¥ 30,038 (2,345) ¥ 69,671 (1,253) (272) (924) 285,471 81,473 303,999 (1,121) 47,795 ¥ (5,916) ¥ 788,411 ¥ (906) ¥ 80,512 (1,921) (10) (397) (1,836) ¥ (5,073) 318,765 74,303 278,128 55,830 ¥ 807,541 $ 837,900 Thousands of U.S. dollars Available-for-sale securities with fair value at March 31, 2011: Equity securities $ 682,944 $ 183,162 Bonds: National government bonds 3,426,615 21,668 Local government bonds 975,999 7,112 Bonds and debentures 3,639,570 27,593 Others 585,925 2,371 $ 9,311,053 $ 241,906 $ (28,206) (15,072) (3,272) (11,120) (13,487) $ (71,157) 3,433,211 979,839 3,656,043 574,809 $ 9,481,802 At March 31, 2011 and 2010, net unrealized gains on available-for-sale securities, net of applicable income taxes and minority interests, and included in accumulated other comprehensive income of net assets on the accompanying consolidated balance sheets were as follows: 33 Thousands of U.S. dollars Millions of yen 2011 Unrealized gains Deferred tax liabilities ¥ 2010 14,197 (5,265) Minority interests portion ¥ 24,965 (9,262) (2) Net unrealized gains in net assets ¥ 8,929 2011 $ 0 ¥ 15,703 170,749 (63,320) (34) $ 107,395 During the years ended March 31, 2011 and 2010, the Group sold available-for-sale securities and recorded gains of ¥4,713 million ($56,683 thousand) and ¥3,903 million, respectively, and losses of ¥422 million ($5,078 thousand) and ¥1,264 million, respectively, on the accompanying consolidated statements of income. For the years ended March 31, 2011 and 2010, the Group recorded a loss on the write-down of available-for-sale securities with fair value due to other-than-temporary declines in value amounting to ¥941 million ($11,322 thousand) and ¥770 million, respectively. 5. Loans and Bills Discounted At March 31, 2011 and 2010, loans and bills discounted consisted of the following: Millions of yen 2011 Bills discounted Loans on notes Loans on deeds Overdrafts Others Thousands of U.S. dollars 2010 2011 ¥ 49,817 161,055 1,601,081 236,838 6,297 ¥ 49,038 172,359 1,565,330 240,175 7,137 $ 599,128 1,936,927 19,255,340 2,848,331 75,734 ¥ 2,055,090 ¥ 2,034,041 $ 24,715,460 Bills discounted are accounted for as finance transactions in accordance with the JICPA Industry Audit Committee Report No. 24, “Accounting and Auditing Treatment of Accounting Standards for Financial Instruments in Banking Industry”. The Group has rights to sell or pledge bankers’ acceptances, commercial bills, documentary bills and foreign exchanges without restrictions. The total face value of these bills amounted to ¥51,740 million ($622,260 thousand) and ¥50,491 million at March 31, 2011 and 2010, respectively. At March 31, 2010, loans and bills discounted account included the portion of loans extended to originators based on loan participation agreements, as permitted by the JICPA Accounting Committee Report No. 3, in the amount of ¥4,631 million. Claims to borrowers in bankruptcy and past due loans are included in “Loans and bills discounted” and amounted to ¥50,985 million ($613,173 thousand) and ¥46,529 million at March 31, 2011 and 2010, respectively. Loans are generally placed on non-accrual status when substantial doubt is judged to exist as to the ultimate collectability of either the principal or interest if they are past due for a certain period or for other reasons. Interest revenue accruals are suspended when loans are classified as claims to borrowers in bankruptcy and past due loans. Claims to borrowers in bankruptcy represent non-accrual loans after the partial charge-off of claims is deemed uncollectible to borrowers who are 34 legally bankrupt and are defined in Article 96, Paragraph 1, Subparagraph 3 and 4 of the Enforcement Ordinance for the Corporation Tax Law of Japan. Past due loans are non-accrual loans other than claims to borrowers in bankruptcy and loans for which interest payments are deferred in order to assist the financial recovery of borrowers in financial difficulties. At March 31, 2011 and 2010, accruing loans for which the payment of the principal and/or interest is contractually past due three months or more, excluding non-accrual loans amounted to ¥176 million ($2,121 thousand) and ¥500 million, respectively. At March 31, 2011 and 2010, restructured loans for which the Bank has relaxed to borrowers in financial difficulties the original lending conditions such as a reduction of the original interest rate, forbearance of interest and/or principal payments, and extension of maturity date in order to support them in their financial recovery or restructuring, excluding non-accrual and accruing loans contractually past due three months or more disclosed above, amounted to ¥17,250 million ($207,463 thousand) and ¥9,117 million, respectively. Total non-performing loans, net of charge-offs, which consisted of non-accrual loans, accruing loans contractually past due three months or more, and restructured loans amounted to ¥68,412 million ($822,757 thousand) and ¥56,147 million at March 31, 2011 and 2010, respectively. 6. Tangible Fixed Assets and Intangible Fixed Assets At March 31, 2011 and 2010, the major classifications of the accounts were as follows: Thousands of U.S. dollars Millions of yen 2011 Land Buildings and structures Equipment Leased assets as lessee Construction in progress Tangible fixed assets 2010 2011 ¥ 23,768 8,236 3,007 15 188 ¥ 24,509 8,218 2,697 20 186 $ 285,855 99,053 36,169 184 2,264 ¥ 35,216 ¥ 35,632 $ 423,525 At March 31, 2011 and 2010, accumulated depreciation for tangible fixed assets amounted to ¥31,314 million ($376,605 thousand) and ¥30,636 million, respectively. Intangible fixed assets included software. The Bank elected an one-time revaluation to restate the cost of land used for the banking business at values rationally reassessed and reflecting appropriate adjustments for land shape and other factors based on the appraisal values issued by the Japanese National Tax Agency effective on March 31, 1998 under the Law Concerning Revaluation of Land. According to the Law, the amount equivalent to the tax effect on the excess of reassessed values over the original book values is recorded as deferred tax liabilities for revaluation, and the rest of such excess, net of the tax effect, is recorded as land revaluation excess in the accumulated other comprehensive income of net assets in the consolidated balance sheets. At March 31, 2011 and 2010, the difference in the carrying values of land used for the banking business after revaluation over the current market value at the fiscal year-end amounted to ¥8,394 million ($100,951 thousand) and ¥6,514 million, respectively. As permitted by the accounting principles and practices generally accepted in Japan, deferred capital gains on sales on real property are deducted from the original acquisition cost of property which is newly acquired for replacement purposes in the same line of business as the property sold by the Bank. 35 At March 31, 2011 and 2010, ¥1,794 million ($21,580 thousand) and ¥1,797 million were directly reduced from the acquisition cost of land, respectively. 7. Pledged Assets The carrying amounts of assets pledged as collateral and the collateralized debt or bill settlements at March 31, 2011 and 2010 were as follows: Thousands of U.S. dollars Millions of yen 2011 Assets pledged: Securities Loans and bills discounted Investments in leased assets Other assets Related collateralized debts: Deposits Borrowed money 2010 2011 ¥ 35,466 2,626 7,303 20 ¥ 34,105 2,559 5,548 20 $ 426,535 31,591 87,834 245 ¥ 14,544 12,682 ¥ 12,452 10,108 $ 174,915 152,520 In addition, securities amounting to ¥65,723 million ($790,422 thousand) and ¥65,788 million at March 31, 2011 and 2010, respectively, were pledged as collateral for the settlement of exchange, derivatives and other transactions. 8. Deposits At March 31, 2011 and 2010, deposits consisted of the following: Millions of yen 2011 Demand deposits Time deposits Other deposits ¥ Subtotal Negotiable deposits 2010 1,417,946 1,285,513 48,375 ¥ 2,751,835 38,088 ¥ 2,789,923 ¥ Thousands of U.S. dollars 2011 1,389,362 1,324,268 39,660 $ 17,052,870 15,460,179 581,781 2,753,290 36,320 33,094,830 458,064 2,789,610 $ 33,552,894 9. Borrowed Money and Finance Lease Obligations Borrowed money consisted principally of borrowings from financial institutions due through February 2016 with the average interest rate of 1.02% and 1.34% per annum at March 31, 2011 and 2010, respectively. Finance lease obligations of ¥16 million ($201 thousand) and ¥21 million at March 31, 2011 and 2010, respectively were included in “Other liabilities” in the accompanying consolidated balance sheets. 36 At March 31, 2011, the annual maturities of borrowed money and finance lease obligations were as follows: Millions of yen Borrowed Finance lease money obligations Years ending March 31, 2012 2013 2014 2015 ¥ 2016 12,837 5,150 3,325 2,025 ¥ 5 5 4 0 825 ¥ Thousands of U.S. dollars Borrowed Finance lease money obligations $ 154,384 61,936 39,988 24,354 0 24,162 ¥ 16 $ 68 70 58 4 9,921 $ 290,583 1 $ 201 10. Employee Retirement Benefits The Bank has defined benefit pension plans and lump-sum retirement benefit plans that substantially cover all employees. One of the subsidiaries participates in a certain corporate pension plan under a multi-employer pension program as a part of a lump-sum retirement benefit plan. The other four subsidiaries adopt only lump-sum retirement benefit plans. The following table reconciles the benefit liability and net periodic retirement benefit expense as of and for the years ended March 31, 2011 and 2010: Thousands of U.S. dollars Millions of yen 2011 Reconciliation of benefit liability: Projected benefit obligation ¥ Less fair value of pension plan assets at end of year Projected benefit obligation in excess of pension plan assets Unrecognized actuarial differences Unrecognized prior service cost Net amounts of reserve for employee retirement benefits recognized on the consolidated balance sheets Prepaid pension cost Reserve for employee retirement benefits ¥ 40,527 2010 ¥ 40,988 2011 $ 487,397 (30,756) (32,334) (369,886) 9,770 (11,615) (51) 8,653 (11,080) (68) 117,511 (139,688) (618) (1,895) 8,579 (2,495) 9,857 (22,795) 103,184 6,684 ¥ 7,361 $ 80,389 Note: The projected benefit obligation of the subsidiaries was calculated using the simplified calculation method as permitted by the accounting standard for employee retirement benefits. 37 Thousands of U.S. dollars Millions of yen 2011 Components of net periodic retirement benefit expense: Service cost ¥ 1,282 Interest cost 611 Expected return on pension plan assets (683) Amortization of prior service cost 17 Amortization of actuarial differences 1,269 Net periodic retirement benefit expense ¥ 2,498 2010 2011 ¥ 1,265 600 (593) 17 1,817 $ 15,423 7,359 (8,216) 206 15,269 ¥ 3,106 $ 30,041 Major assumptions used in the calculation of the above information for the years ended March 31, 2011 and 2010 were as follows: Method attributing the projected benefits to periods of services Discount rate Expected rate of return on pension plan assets Amortization period of prior service cost Amortization period of actuarial differences 2011 2010 Straight-line method 1.50% 3.30% 13 years 13 years Straight-line method 1.50% 3.30% 13 years 13 years 11. Acceptances and Guarantees The Bank provides guarantees for the liabilities of its customers for the payment of loans or other liabilities with other financial institutions. As a contra account, “Customers’ liabilities for acceptances and guarantees” is shown in assets on the accompanying consolidated balance sheets, indicating the Bank’s right of indemnity from customers. Guarantees are provided on certain privately placed bonds included in investment securities in accordance with Paragraph 3 of Article 2 of the Financial Instrument and Exchange Law of Japan. The guarantees amounted to ¥16,403 million ($197,270 thousand) and ¥19,142 million at March 31, 2011 and 2010, respectively. 12. Net Assets At March 31, 2011 and 2010, the authorized number of shares of common stock without par value was 50 million, and the number of shares of common stock issued was 205,054,873 shares. At March 31, 2011 and 2010, the number of shares of treasury stock held by the Group was 398 thousand and 295 thousand shares, respectively. Under Japanese laws and regulations, the entire amount paid for new shares is required to be designated as common stock. However, a company may, by a resolution of the Board of Directors, designate an amount not exceeding one-half of the issue price of the new shares as additional paid-in capital, which is included in capital surplus. Capital surplus consists principally of additional paid-in capital. The Banking Law of Japan provides that an amount equivalent to at least 20% of the cash payments as appropriation of retained earnings be 38 appropriated as the legal earnings reserve until a total amount of additional paid-in capital and such reserve equals 100% of capital stock. Legal earnings reserve is included in the retained earnings in the accompanying consolidated balance sheets. Under the Law, legal earnings reserve and additional paid-in capital can be used to eliminate or reduce a deficit by a resolution of the shareholders’ meeting. Additional paid-in capital and legal earnings reserve may not be distributed as dividends. All additional paid-in capital and all legal earnings reserve may be transferred to other capital surplus and retained earnings, respectively, which are potentially available for dividends. Both at March 31, 2011 and 2010, legal earnings reserve amounted to ¥8,029 million ($96,572 thousand). The maximum amount that the Bank can distribute as dividends is calculated based on the nonconsolidated financial statements of the Bank in accordance with Japanese laws and regulations. 13. Commitments (a) Loan commitments Overdraft facilities and loan commitment lines are contracts whereby the Bank is obligated to advance funds up to predetermined amount to a customer upon request, provided that the customer has met the terms and conditions of the contract. At March 31, 2011 and 2010, the unused amounts within the limits relating to these contracts amounted to ¥636,584 million ($7,655,859 thousand) and ¥599,917 million, respectively. Such outstanding contract amounts included contracts which expire within one year or are revocable by the Bank at any time without any conditions in the amount of ¥629,740 million ($7,573,542 thousand) and ¥593,243 million at March 31, 2011 and 2010, respectively. Since many of these commitments expire without being drawn down, the unused amount does not necessarily represent a future cash requirement. Most of these contracts have conditions that allow the Bank to refuse customers’ applications for loans or decrease the contract limits for appropriate reasons (e.g., changes in financial situation, deterioration in customers’ creditworthiness). At the inception of the contracts, the Bank obtains real estate, securities, etc. as collateral if considered necessary. Subsequently, the Bank performs periodic reviews of the customers’ business results based on internal rules, and may take necessary measures that include reconsidering conditions of the contracts and/or requiring additional collateral and guarantees. (b) Lease commitments (Lessee contracts) The Group leases certain office space and equipment, as lessee, under long-term non-cancelable lease contracts. As disclosed in Note 2(i), the leased assets in finance lease transactions which do not transfer ownership of the leased assets to the lessee and commenced prior to April 1, 2008 were not capitalized and the related rental and lease expenses were charged to income as incurred. There was no balance of such finance lease transactions that were accounted for by the accounting treatment similar to operating leases at March 31, 2011 and 2010. The aggregate future minimum lease commitments for non-cancellable operating leases at March 31, 2011 and 2010 were as follows: Thousands of U.S. dollars Millions of yen 2011 Operating leases as lessee: Due within one year Due after one year 2010 2011 ¥ 477 1,055 ¥ 430 1,331 $ 5,747 12,691 ¥ 1,533 ¥ 1,761 $ 18,438 39 (Lessor contracts) A subsidiary engaged in leasing operations as lessor entered into various long-term, non-cancelable lease contracts with third parties, which were categorized as finance leases. At March 31, 2011 and 2010, investments in leased assets as lessor consisted of the following: Thousands of U.S. dollars Millions of yen 2011 Future minimum lease payments to be received Estimated residual value ¥ 25,688 1,284 Imputed interest Investments in leased assets 2010 ¥ 28,699 1,589 (3,266) ¥ 2011 $ 308,937 15,445 (4,418) 23,706 ¥ 25,870 (39,279) $ 285,103 The aggregate annual maturities of future minimum lease payments to be received related to investments in leased assets at March 31, 2011 were as follows: Millions of yen Years ending March 31, 2012 2013 2014 2015 2016 ¥ Thousands of U.S. dollars 9,016 7,020 4,906 2,936 1,245 2017 and thereafter $ 108,439 84,433 59,005 35,318 14,984 6,758 $ 308,937 561 ¥ 25,688 At March 31, 2011 and 2010, future lease payments to be received for non-cancellable operating leases were as follows: Thousands of U.S. dollars Millions of yen 2011 Operating leases as lessor: Due within one year Due after one year 2010 2011 ¥ 107 113 ¥ 102 160 $ 1,296 1,369 ¥ 221 ¥ 263 $ 2,665 14. Derivative Instruments At March 31, 2011 and 2010, derivative instruments other than those to which hedge accounting was applied were stated at fair value with valuation gains and losses recognized as current earnings as follows: 40 Notional principals or contract amounts Over one year Total Valuation gain/(loss) Fair value * Millions of yen At March 31, 2011: Interest rate swaps Foreign exchange forward contracts ¥ At March 31, 2010: Interest rate swaps Foreign exchange forward contracts ¥ 20,000 2,159 ¥ 20,000 2,427 ¥ 20,000 ¥ (1,031) 3 ¥ (1,031) 3 ¥ (752) (10) ¥ (752) (10) – 20,000 – Thousands of U.S. dollars At March 31, 2011: Interest rate swaps Foreign exchange forward contracts $ 240,529 25,969 $ 240,529 $ – (12,410) 45 $ (12,410) 45 Note: * Fair values are calculated based on the discounted cash flow method, etc. Derivative instruments to which hedge accounting was applied at March 31, 2011 and 2010 were as follows: Contract amount Hedged Contract over one Fair item amount year value * Millions of yen Currency swap contracts: As of March 31, 2011 As of March 31, 2010 Loans Loans ¥ 1,051 ¥ 1,825 ¥ ¥ – – (9) (48) Thousands of U.S. dollars Currency swap contracts: As of March 31, 2011 Loans $ 12,644 $ (112) – Note: Fair values are calculated based on the discounted cash flow method, etc. 15. Income Taxes Income taxes for the years ended March 31, 2011 and 2010 consisted of the following: Thousands of U.S. dollars Millions of yen 2011 Income taxes: Current Deferred 2010 2011 ¥ 3,596 (1,030) ¥ 3,462 (791) $ 43,249 (12,387) ¥ 2,566 ¥ 2,670 $ 30,862 41 At March 31, 2011 and 2010, income taxes (including enterprise tax) payable amounting to ¥1,798 million ($21,630 thousand) and ¥2,323 million, respectively, were included in “Other liabilities” in the accompanying consolidated balance sheets. The tax effects of temporary differences that give rise to a significant portion of deferred tax assets and liabilities at March 31, 2011 and 2010 were as follows: Thousands of U.S. dollars Millions of yen 2011 Deferred tax assets: Reserve for possible loan losses Reserve for employee retirement benefits Loss on write-down of securities Depreciation Others ¥ Less valuation allowance Subtotal Deferred tax liabilities: Unrealized gains on available-for-sale securities Gain on transfer of investment securities to trusts for retirement benefit plan Others Subtotal Net deferred tax assets ¥ 8,786 2010 ¥ 8,443 2011 $ 105,667 5,533 3,016 1,599 4,201 5,283 2,778 1,591 3,811 66,551 36,278 19,240 50,526 (5,026) (4,743) (60,446) 18,111 17,163 217,816 (5,265) (9,262) (63,320) (4,877) (115) (4,877) (115) (58,655) (1,384) (10,257) (14,254) (123,359) 7,854 ¥ 2,908 $ 94,457 In assessing the realizability of deferred tax assets, the management of the Group considers whether some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At March 31, 2011 and 2010, a valuation allowance was provided to reduce the deferred tax assets to the extent that the management believed the deferred tax assets would not be realized. The Group is subject to Japanese national and local income taxes which in aggregate resulted in an effective statutory tax rate of approximately 40.5%. A reconciliation between the Japanese statutory effective tax rate and the actual effective income tax rate on pre-tax income reflected in the accompanying consolidated statements of income for the year ended March 31, 2011 and 2010 were not disclosed because the difference was not material. 42 16. Comprehensive Income Comprehensive income for the year ended March 31, 2010 was as follows: Millions of yen Comprehensive income attributable to: Owners of the parent Minority interest Total comprehensive income ¥ 18,218 232 ¥ 18,451 Other comprehensive income for the year ended March 31, 2010 was as follows: Millions of yen Net change in unrealized gains on available-for-sale securities Net change in deferred losses on hedging instruments ¥ 14,370 0 Total other comprehensive income ¥ 14,370 17. Related Party Transactions During the years ended March 31, 2011 and 2010, the Bank had significant transactions with the Bank’s directors and corporate auditors, or their immediate families and/or the companies in which they hold a majority voting interest. A summary of the significant related party transactions as of and for the years ended March 31, 2011 and 2010 is as follows: Thousands of U.S. dollars Millions of yen 2011 For the year: Number of related parties New lending loan transactions At year-end: Loans and bills discounted 2010 ¥ 10 126 ¥ 120 43 2011 ¥ 7 82 $ 1,523 ¥ 77 $ 1,450 18. Subsequent Event Shareholders of the Bank approved the following appropriation of retained earnings at the annual general meeting held on June 24, 2011: Millions of yen Cash dividends (¥3.50 per share) ¥ 716 Thousands of U.S. dollars $ 8,615 19. Segment Information Effective from the year ended March 31, 2011, the Group has adopted the “Accounting Standard for Disclosures about Segments of an Enterprise and Related Information” (ASBJ Statement No. 17, on March 27, 2009) and the “Guidance on Accounting Standard for Disclosures about Segments of an Enterprise and Related information” (ASBJ Guidance No. 20, on March 21, 2008). Information about industry segments as of and for the year ended March 31, 2010 has been restated in conformity with the requirement of the new standard in the table below. (a) General information about reportable segments The Group defines a reportable segment as a component of the Group for which separate financial information is available and whose operating results are regularly reviewed by the Board of Directors to make decisions about resources to be allocated to the segment and assess its performance. The Group engages in financial services primarily in banking and also in comprehensive finance leasing services. The reportable segments of the Group are determined based on the type of financial services as follows: “Banking” –– head office and branches • Deposits and loans • Domestic and foreign exchange transactions • Securities investments • Trading of marketable securities • Underwriting and registration of corporate bonds “Leasing” –– Nagoya Lease Co., Ltd., a domestic subsidiary of the Bank • Comprehensive finance leasing business (b) Basis of measurement about reported segment profit, segment assets, segment liabilities and other material items The measurement basis for the operating segment information follows the accounting principles used in the consolidated financial statements as described in Note 2, “Summary of Significant Accounting Policies”. The measure of segment profit is “Ordinary income”, which is defined as total income less certain special income included in the accompanying consolidated statements of income, and intersegment profit is accounted for based on prices of ordinary transactions with independent third parties. 44 (c) Information about reported segment profit, segment assets, segment liabilities and other material items Segment information as of and for the years ended March 31, 2011 and 2010 is as follows: Reported segment Banking For the year 2011: Ordinary income (*1): External customers Intersegment ¥ 53,733 195 Leasing ¥ Other (*2) Total Millions of yen 13,576 329 ¥ 67,310 525 ¥ Total 1,807 527 ¥ 69,117 1,052 Segment profit 53,929 5,281 13,906 733 67,835 6,014 2,334 313 70,170 6,328 Segment assets 2,999,417 32,284 3,031,701 10,965 3,042,666 Segment liabilities 2,840,263 28,177 2,868,440 6,729 2,875,170 Other material items: Depreciation and amortization (*3) Interest income Interest expenses Provision for possible loan losses Changes in tangible and intangible fixed assets ¥ 1,439 41,339 3,221 3,418 ¥ 391 6 361 138 1,551 ¥ 59 1,830 41,346 3,582 3,556 ¥ 1,610 8 320 15 200 ¥ 11 1,838 41,667 3,598 3,757 1,622 Reported segment Banking For the year 2010: Ordinary income (*1): External customers Intersegment ¥ 55,029 216 Leasing ¥ 14,011 363 Other (*2) Total Millions of yen ¥ 69,041 580 ¥ Total 1,787 575 ¥ 70,829 1,156 Segment profit 55,246 6,357 14,375 553 69,621 6,911 2,363 431 71,985 7,342 Segment assets 3,002,238 34,911 3,037,149 10,942 3,048,092 Segment liabilities 2,837,890 30,565 2,868,456 7,373 2,875,829 Other material items Depreciation and amortization (*3) Interest income Interest expenses Provision for possible loan losses Changes in tangible and intangible fixed assets ¥ 1,479 43,511 5,331 2,470 1,994 ¥ 412 7 434 146 225 ¥ 1,892 43,518 5,765 2,616 2,219 ¥ 5 379 24 173 7 45 ¥ 1,897 43,898 5,790 2,790 2,227 Reported segment Banking For the year 2011: Ordinary income (*1): External customers Intersegment $ 646,228 2,352 Leasing $ Other(*2) Total Thousands of U.S. dollars 163,278 3,966 $ 809,506 6,318 $ Total 21,739 6,338 $ 831,245 12,656 Segment profit 648,580 63,521 167,244 8,817 815,824 72,338 28,077 3,768 843,901 76,106 Segment assets 36,072,365 388,267 36,460,632 131,873 36,592,505 Segment liabilities 34,158,308 338,876 34,497,184 80,934 34,578,118 Other material items: Depreciation and amortization (*3) Interest income Interest expenses Provision for possible loan losses Changes in tangible and intangible fixed assets $ 17,315 497,173 38,742 41,116 18,658 $ 4,704 83 4,342 1,662 710 $ 22,019 497,256 43,084 42,778 $ 19,368 97 3,853 190 2,415 $ 139 22,116 501,109 43,274 45,193 19,507 Notes: 1. “Ordinary income” represents total income less certain special gains included in the accompanying consolidated statements of income. 2. The “Other” business segment included principally credit card, guarantor operations, and clerical outsourcing business. 3. Depreciation and amortization includes amounts relating to information technology investments. 46 (d) Reconciliation of the totals of each segment items to corresponding the Group’s amounts Thousands of U.S. dollars Millions of yen 2011 Ordinary income: Total reported segment Other Intersegment elimination Amortization of negative goodwill Special gains Total income on consolidated statements of income Segment profit: Total reported segment Other Intersegment elimination Amortization of negative goodwill Special gains (losses), net Income before income taxes and minority interests on consolidated statements of income Segment assets: Total reported segment Other Intersegment elimination Total assets on consolidated balance sheets Segment liabilities: Total reported segment Other Intersegment elimination Negative goodwill Total liabilities on consolidated balance sheets ¥ 2010 67,835 2,334 (1,052) ¥ 2011 69,621 2,363 (1,156) $ 815,824 28,077 (12,656) 150 150 1,814 69,268 34 70,979 6 833,059 410 ¥ 69,302 ¥ 70,985 $ 833,469 ¥ 6,014 313 (9) ¥ 6,911 431 (9) $ 72,338 3,768 (110) ¥ 150 150 1,814 6,469 (175) 7,484 (733) 77,810 (2,112) 6,294 ¥ 6,751 $ 75,698 ¥ 3,031,701 10,965 (14,251) ¥ 3,037,149 10,942 (14,577) $ 36,460,632 131,873 (171,399) ¥ 3,028,414 ¥ 3,033,515 $ 36,421,106 ¥ 2,868,440 6,729 (11,755) 75 ¥ 2,868,456 7,373 (12,070) 226 $ 34,497,184 80,934 (141,379) 907 ¥ 2,863,490 ¥ 2,863,986 $ 34,437,646 47 Millions of yen 2011 Other material items: Depreciation and amortization Interest income Interest expenses Provision for possible loan losses Changes in tangible and intangible fixed assets Total reported segment ¥ 1,830 41,346 3,582 3,556 Other ¥ 1,610 8 320 15 200 Reconciliation ¥ – (106) (107) – 11 – Consolidated ¥ 1,838 41,560 3,490 3,757 1,622 Millions of yen 2010 Other material items: Depreciation and amortization Interest income Interest expenses Provision for possible loan losses Changes in tangible and intangible fixed assets Total reported segment ¥ 1,892 43,518 5,765 2,616 2,219 Other ¥ 5 379 24 173 7 Reconciliation ¥ – (121) (119) – – Consolidated ¥ 1,897 43,776 5,670 2,790 2,227 Thousands of U.S. dollars 2011 Other material items: Depreciation and amortization Interest income Interest expenses Provision for possible loan losses Changes in tangible and intangible fixed assets Total reported segment $ 22,019 497,256 43,084 42,778 19,368 48 Other $ 97 3,853 190 2,415 139 Reconciliation $ – (1,283) (1,291) – – Consolidated $ 22,116 499,826 41,983 45,193 19,507 (e) Related information as enterprise-wide disclosure (1) Information about services Loans Ordinary income from external customers ¥ 32,972 Security investments ¥ 13,099 Leasing Millions of yen 2011 ¥ 13,576 Other ¥ Total 9,469 ¥ 69,117 Thousands of U.S. dollars 2011 Ordinary income from external customers $ 396,544 $ 157,541 $ 163,278 $ 113,882 $ 831,245 (2) Information about geographical areas for the years ended March 31, 2011 and 2010 is omitted since income accounted for in Japan was more than 90% of the total consolidated income and all tangible fixed assets were located in Japan. (3) Information about major customers for the year ended March 31, 2011 is omitted since there was no single external customer accounting for 10% or more of the consolidated income. (f) Information about impairment loss on fixed assets in reported segment Impairment loss on fixed assets Impairment loss on fixed assets Reported segment Banking Leasing Total Other Millions of yen 2011 ¥ 163 ¥ – ¥ 163 ¥ – $ 1,971 Thousands of U.S. dollars 2011 – $ 1,971 $ $ (g) Information with regard to goodwill in reported segments: None. 49 – Total ¥ 163 $ 1,971