SEC Form 6-K filed by Nomura Holdings Inc ADR

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of November 2024

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

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

Form 20-F  X    Form 40-F    

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

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

Information furnished on this form:

EXHIBIT

The registrant hereby incorporates Exhibit 1 to this report on Form 6-K by reference (i) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-261756) of the registrant, filed with the SEC on December 20, 2021 and (ii) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-273353) of the registrant and of Nomura America Finance, LLC, filed with the SEC on July 20, 2023.

SIGNATURES

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

Financial Summary for the Six Months Ended September 30, 2024 (U.S. GAAP)

1. Consolidated Operating Results

(1) Operating Results

Note: Return on shareholders’ equity is a ratio of Net income attributable to NHI shareholders to Total NHI shareholders’ equity.

(2) Financial Position

2. Cash Dividends

Note: The dividends for the fourth quarter of the year ending March 31, 2025, are not presented for the reasons stated in “ 3. Earnings forecasts for the year ending March 31, 2025.”

3. Earnings Forecasts for the year ending March 31, 2025

Nomura provides investment, financing and related services in the capital markets on a global basis. In the global capital markets there exist uncertainties due to, but not limited to, economic and market conditions. Nomura, therefore, does not present earnings forecasts.

Notes

(1) Significant changes in the scope of consolidation during the period: None

(2) Adoption of the simplified and particular accounting treatments: None

(3) Changes in accounting policies

  a)  Changes in accounting policies due to amendments to the accounting standards: Yes

  b)  Changes in accounting policies due to other than a): Yes

Note) Please refer to P.12 “2. Semi-annual Consolidated Financial Statements (6) Changes in Accounting Policies” for further details.

(4) Number of shares issued (common stock)

*Semi-annual financial results reports are exempt from review conducted by certified public accountants or an audit firm.

Table of Contents for the Accompanying Materials

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 U.S. GAAP

Note: Return on shareholders’ equity is a ratio of Net income (loss) attributable to NHI shareholders to Total NHI shareholders’ equity.

Nomura Holdings, Inc. and its consolidated entities (collectively, “Nomura”) reported net revenue of 937.8 billion yen for the six months ended September 30, 2024, an increase of 30.9% from the same period in the prior year. Non-interest expenses increased by 14.4% from the same period in the prior year to 701.8 billion yen. Income before income taxes was 235.9 billion yen and net income attributable to NHI shareholders was 167.3 billion yen for the six months ended September 30, 2024.

 Segment Information

In the above segment information totals, which exclude a part of unrealized gain (loss) on investments in equity securities held for operating purposes, net revenue for the six months ended September 30, 2024 was 939.8 billion yen, an increase of 30.8% from the same period in the prior year. Non-interest expenses increased by 14.4% from the same period in the prior year to 701.8 billion yen. Income before income taxes increased by 127.4% to 237.9 billion yen for the six months ended September 30, 2024. Please refer to page 13 for further details of the differences between U.S. GAAP and business segment amounts.

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<Business Segment Results>

The Retail Division has been renamed the “Wealth Management Division,” effective April 1, 2024.

Operating Results of Wealth Management

Net revenue increased by 20.8% from the same period in the prior year to 230.7 billion yen. Non-interest expenses increased by 3.0% to 143.1 billion yen. As a result, income before income taxes increased by 68.4% to 87.5 billion yen.

 Operating Results of Investment Management

Net revenue increased by 44.8% from the same period in the prior year to 103.8 billion yen. Non-interest expenses increased by 8.6% to 48.6 billion yen. As a result, income before income taxes increased by 105.3% to 55.1 billion yen. Assets under management were 88.8 trillion yen as of September 30, 2024.

 Operating Results of Wholesale

Net revenue increased by 28.7% from the same period in the prior year to 508.2 billion yen. Non-interest expenses increased by 14.9% to 441.8 billion yen. As a result, income before income taxes increased by 540.8% to 66.4 billion yen.

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 Other Operating Results

Net revenue was 97.1 billion yen. Income before income taxes was 28.9 billion yen.

Total assets as of September 30, 2024 were 57,458.6 billion yen, an increase of 2,311.4 billion yen compared to March 31, 2024, mainly due to the increase in Trading assets. Total liabilities as of September 30, 2024 were 54,062.2 billion yen, an increase of 2,363.6 billion yen compared to March 31, 2024, mainly due to the increase in Securities sold under agreements to repurchase. Total equity as of September 30, 2024 was 3,396.4 billion yen, a decrease of 52.1 billion yen compared to March 31, 2024.

Nomura provides investment, financing and related services in the capital markets on a global basis. In the global capital markets there exist uncertainties due to, but not limited to, economic and market conditions. Nomura, therefore, does not present earnings and dividend forecasts.

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The Semi-annual consolidated financial statements herein have been prepared in accordance with Nomura’s accounting policies which are disclosed in the notes to the consolidated financial statements of Nomura Holdings, Inc.’s Annual Securities Report (the annual report filed in Japan on June 26, 2024) and Form 20-F (the annual report filed with the U.S. Securities and Exchange Commission on June 26, 2024) for the year ended March 31, 2024, with the exception of matters described in (6) Changes in Accounting Policies.

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(1) Semi-annual Consolidated Balance Sheets

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(2) Semi-annual Consolidated Statements of Income

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(3) Semi-annual Consolidated Statements of Comprehensive Income

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(4) Note with respect to the Assumption as a Going Concern

Not applicable.

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(5) Significant Changes in Equity

Not applicable. For further details of the changes, please refer below.

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(6) Changes in Accounting Policies

Fair value measurement of equity securities subject to contractual sale restrictions

The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) 2022-03 “Fair Value Measurement: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” in June 2022 which clarifies that a contractual restriction on the sale of an equity security is an entity-specific characteristic and therefore should not be considered in the fair value measurement of the equity security. The ASU also requires specific disclosures for equity securities subject to contractual sale restrictions. Nomura has applied this new accounting policy prospectively from April 1, 2024.

Voluntary change in accounting policy

Effective from April 1, 2024, Nomura has changed its accounting policy in respect of how accounting guidance provided by Financial Accounting Standards Board Accounting Standards Codification 940 “Financial Services — Brokers and Dealers” (“ASC 940”) is applied to the Company and its consolidated subsidiaries. For the year ended March 31, 2024 and in prior financial years, Nomura applied ASC 940 on a consolidated basis to all entities included within the consolidated financial statements of Nomura. Effective from April 1, 2024, the Company and consolidated subsidiaries that are not registered as a broker-dealer (“non-BD entities”) no longer apply ASC 940.

This accounting policy change is primarily due to a planned expansion of Nomura’s banking and investment management business and is therefore intended to allow certain non-BD entities to prospectively classify purchases of new non-trading debt securities as either held to maturity (“HTM”) or available for sale (“AFS”) as defined in ASC 320 “Investments—Debt Securities”. Non-trading debt securities classified as HTM are securities that a non-BD entity has both the ability and the intent to hold until maturity and are carried at amortized cost, while non-trading debt securities classified as AFS are carried at fair value with changes in fair value reported in the consolidated statements of comprehensive income, net of applicable income taxes within Other comprehensive income (loss) and in the consolidated balance sheets, net of applicable income taxes within Accumulated other comprehensive income (loss), a component of NHI shareholders’ equity.

As retrospective application of this accounting policy change is impracticable since it would require use of hindsight regarding historical accounting matters such as the initial classification of non-trading debt securities, Nomura has applied this new accounting policy prospectively from April 1, 2024.

As part of this accounting policy change, existing loans for trading purposes and non-trading debt securities held by non-BD entities have been elected for the fair value option on April 1, 2024 and therefore continue to be measured at fair value through earnings. A similar election has been made for subsequent originations or purchases of loans held for trading purposes through to September 30, 2024. Such loans continue to be reported in Trading assets in the consolidated balance sheets with changes in fair value reported in Revenue - Net gain on trading in the consolidated statements of income. Similarly, non-trading debt securities held by non-BD entities elected for the fair value option continue to be reported in Non-trading debt securities in the consolidated balance sheets which changed in fair value reported in Revenue – Other in the consolidated statements of income.

Following the accounting policy change, fair value changes of non-trading debt securities acquired on or after April 1, 2024 and classified as HTM or AFS by non-BD entities are not recognized through earnings, unless an impairment loss is recognized.

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(7) Segment Information – Operating Segment

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

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

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

Note) The Retail Division has been renamed the “Wealth Management Division,” effective April 1, 2024.

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3. Supplementary Information

(1) Consolidated Statements of Income – Quarterly Comparatives