2 0 15 THE 77 BANK, LTD. ANNUAL REPORT 2015 77BANK 2015 ANNUAL REPORT2015 Bank Data P ro f i l e The 77 Bank, Ltd., was founded in 1878 as Japan’s 77th national bank. Headquartered in Sendai—the capital of Miyagi Prefecture—the Bank is the largest in the Tohoku region, with a branch network covering the northern part of Honshu, Japan’s largest island. Based on its philosophy, The 77 Bank continues to strengthen its business foundation and enhance its management quality in order to be the “Value-creating bank” that grows together with and is the most trusted by the region. As of March 31, 2015, The 77 Bank had capital of ¥24.7 billion, 141 domestic branches and 2,791 employees. THE 77 BANK, LTD. As of March 31, 2015 Head Office Paid-in Capital 3-20, Chuo 3-chome, Aoba-ku, Sendai, Miyagi 980-8777, Japan Phone: +81-22-267-1111 http://www.77bank.co.jp/ ¥24,658 million (US$205 million) Number of Stockholders 8,760 Shares Outstanding Founded 383,278 thousand December 1878 Major Stockholders Number of Branches 141 Number of Employees Number of Shares (Thousands) % 18,928 15,431 15,412 14,795 12,275 11,449 10,767 9,017 8,478 8,392 4.93 4.02 4.02 3.86 3.20 2.98 2.80 2.35 2.21 2.18 Meiji Yasuda Life Insurance Company Nippon Life Insurance Company Sumitomo Life Insurance Company The Bank of Tokyo-Mitsubishi UFJ, Ltd. The Dai-ichi Life Insurance Company, Limited The Master Trust Bank of Japan, Limited (trust account) Japan Trustee Services Bank, Limited (trust account) Aioi Nissay Dowa Insurance Co., Ltd Tohoku Electric Power Co., Ltd Japan Trustee Services Bank, Limited (trust account 4) 2,791 Treasury Administration & International Division Planning & Business Department 3-20, Chuo 3-chome, Aoba-ku, Sendai, Miyagi 980-8777, Japan Phone: +81-22-211-9914 Facsimile: +81-22-211-9916 SWIFT Address: BOSSJPJT Note:The Bank owned 9,051 thousand shares of treasury stock as of March 31, 2015, which is excluded from the major stockholders listed above. Service Network As of June 30, 2015 SAPPORO 1 Branch AKITA Con t e n t s Consolidated Financial Highlights ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Message from the President ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Toward a Firmer Business Position ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Growing with the Region -Toward Reconstruction from the Great East Japan Earthquake- ・・・・ 77 Bank Group ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Board of Directors and Audit & Supervisory Board Members ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Organization ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Financial Section ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Five-Year Summary ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Performance for Fiscal 2015 ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Balance Sheet ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Statement of Income ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Statement of Comprehensive Income ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Statement of Changes in Equity ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Statement of Cash Flows ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Notes to Consolidated Financial Statements ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Independent Auditors’ Report ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Capital Adequacy Ratios ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Non-Consolidated Balance Sheet ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Non-Consolidated Statement of Income ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Loan Portfolio ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Bank Data ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 1 Branch TOHOKU REGION 1 2 5 9 11 12 12 13 13 14 15 16 16 17 18 19 37 38 39 40 41 43 IWATE 2 Branches OSAKA 1 Branch TOKYO 2 Branches NAGOYA 1 Branch YAMAGATA 1 Branch MIYAGI 126 Branches SHANGHAI SENDAI Headquarters Treasury Administration & International Division FUKUSHIMA 6 Branches Shanghai Representative Office Address:16th floor, Hang Seng Bank Tower, 1000 Lujiazui Ring Road, Pudong New Area, Shanghai, P. R. China Phone:+86-21-6841-2077 43 Consolidated Financial Highlights THE 77 BANK, LTD. AND SUBSIDIARIES As of March 31 Thousands of U.S. Dollars Millions of Yen 2015 2014 For the fiscal year Net interest income Net fees and commission Net other operating income Net income ¥70,280 11,843 2,407 17,049 ¥70,148 11,705 469 15,059 $584,838 98,552 20,029 141,874 At the fiscal year-end Total assets Deposits Loans and bills discounted Trading account securities and investment securities Equity Common stock ¥8,588,463 7,849,299 4,219,621 3,708,968 472,029 24,658 ¥8,507,205 7,871,879 3,998,209 3,746,477 397,011 24,658 $71,469,276 65,318,290 35,113,763 30,864,342 3,928,010 205,192 Yen 2015 Per share of common stock Basic net income Diluted net income Equity Cash dividends applicable to the year Capital adequacy ratio (%) Domestic standard 2015 U.S. Dollars 2014 ¥45.56 45.38 1,223.49 8.50 ¥40.26 40.10 1,027.15 7.50 12.51 12.68 2015 $0.379 0.377 10.181 0.070 Note: Throughout this report, U.S. dollar amounts are translated, for convenience only, at the rate of ¥120.17 = US$1, the exchange rate prevailing on March 31, 2015. 1 Message from the President The 77 Bank aims to be the “Value-creating bank” that grows together with and is the most trusted by the region. 2 The moderate recovery of the Japanese economy is continuing as exports and production start to gain vigor owing to the recovery of the U.S. economy and the depreciation of the yen, despite the lingering weakness of personal consumption. The economy of Miyagi Prefecture, the primary base of operations for The 77 Bank, is recovering at a modest pace. Economic activity has been generally upbeat, supported by demand associated with reconstruction in the aftermath of the Great East Japan Earthquake, notwithstanding weakness in certain areas. Four years have passed since the Great East Japan Earthquake. In coastal areas, despite a sharp rise in prices of construction materials and labor shortages, projects promoting group relocation for disaster mitigation and construction of public housing for people affected by the disaster are underway. Underpinned by development of highway networks and resumption of railway operations that will promote exchanges among regions, initiatives to put the lives and livelihoods of disaster victims back on a firm footing and to build new Teruhiko Ujiie, President communities are moving into high gear. Looking to the future, through daily, ongoing customer relations, financial institutions need to share the recognition of management issues with their customers who are at various life phases and vigorously fulfill financial intermediary functions by utilizing our judgment capability, paying attention to feasibility and the potential of customers without being overly dependent on financial data, collateral and guarantees. Moreover, in view of the population decrease and the aging of society confronting regional cities, financial institutions should strengthen their initiatives to foster companies and industries capable of becoming the driving force of the regional economy. Moreover, it is incumbent on them to fulfill consulting functions while utilizing the expertise of external specialists so as to contribute to sustainable growth of the region. As a financial institution based in the region struck by the Great East Japan Earthquake, we need to identify the situation in the disaster-stricken areas and the changing needs of the disaster victims corresponding to the phase of the recovery. Our task is to support the acceleration of reconstruction and recovery in collaboration with the national government and municipalities. On the other hand, in Sendai and the surrounding area, competition among banks is intensifying as they seek to address vigorous needs for funds and capture business opportunities in view of the demand to endow Sendai, the core city in the Tohoku region, with enhanced urban functions and the trend toward concentration of economic activity in Sendai. While the mission of regional banks in the future is the subject of debate, in order to maintain and enhance the management foundation of the Bank, it is necessary to enhance the Bank’s presence in Miyagi Prefecture and the wider Tohoku region. With this in mind, we need to strengthen earnings power and enhance operational efficiency by utilizing information networks and helping customers resolve their issues by offering consulting services. In order to vigorously address these issues, the Bank launched a new medium-term management plan “Value Up: Challenge Value Creation” in April 2015 that covers three years. Based on this plan, we are deepening our relationships with the people of the region and ensuring that all aspects of our business contribute to the fulfillment of our mission as a regional financial institution, that is, to contribute to the revitalization and development of the regional society and economy. Outline of Medium-term Management Plan In view of the achievement and review of the previous medium-term management plan and in light of change in the business environment, the Bank has formulated a new medium-term management plan “VALUE UP: Challenge Value Creation” with the aim of enhancing the Bank’s corporate value through enhancement of the value of the region it serves. Bank Image Sought by The 77 Bank “Value-creating bank that grows together with and is the most trusted by the region” Medium-term Management Plan “VALUE UP: Challenge Value Creation” Name • Vitality • Activity (Action) • Low-cost (Improved productivity) • Utility (Contribution) • Effort Period Basic Policies Code of Conduct of Officers and Employees We will take action with vitality, undeterred by changes, and further improve productivity. At the same time, in order to contribute to the region, we will make our best efforts and unceasingly take on challenges of value creation. Three years (from April 1, 2015 to March 31, 2018) 1. Strengthen earthquake recovery support (Support acceleration of recovery) 2. Reinforce the earnings base (Shrug off the low-profit structure) 3. Enhance the value of the region (Enhanced value of the region will lead to enhancement of the Bank’s corporate value.) 4. Smooth migration to and utilization of MEJAR (Achieve smooth migration and effective utilization) Targets for the final year of the Plan (FY2018) Earnings power Basic Objectives Proposal capabilities Enhancement • Net income(*) of • I ncrease of interest on loans and bills profitability discounted [compared with FY2015] • Fees and commissions Pursuit of efficiency Increase of the market shares • Core OHR (core gross operating income expense ratio) • Increase of loans and bills discounted in Miyagi Prefecture (balance as of March 31, 2018) [compared with the balance as of March 31, 2015] • Increase of loans and bills discounted in Sendai (balance as of March 31, 2018) [compared with the balance as of March 31, 2015] JPY20.0 billion or more JPY 1.5 billion or more JPY 10.5 billion or more Less than 65% JPY 250.0 billion or more JPY 150.0 billion or more *When net income of JPY20.0 billion or more is achieved, ROE (net income basis) is expected to be around 5%. The Bank’s Configuration in 10 Years (Long-term Vision) Priorities (FY 2016) “Leading bank in the Tohoku region with scale and earnings power ranked within the top 10 regional banks based on the established earnings base capable of coping with any change in the business environment through creation of new value in the region” 1. Total of deposits, loans and assets in custody: around JPY 15 trillion (as of March 31, 2015: JPY 12.8 trillion) —Achieve deposits of JPY 8 trillion and loans of JPY 5 trillion— 2. ROE (net income basis): around 7% (FY2015: 4.0%) 1.Strengthen earthquake recovery support • Vigorously supply risk money •Strengthen support for business rehabilitation and management improvement •Contribute to reconstruction and development of the region 2.Reinforce the earnings base (Shrug off the low-profit structure) •Increase interest income and fees and commissions •Diversify sources of earnings by expanding the scope of business •Further pursue productivity improvement 3.Enhance the value of the region •Display the established presence in the region •Bolster the 77 brand (differentiation from other banks) 4.Smoothly migrate to MEJAR 3 Bank Creed as a Code of Conduct The Bank Creed has been deeply engrained as a code of conduct among the Bank’s executives and employees to this day, since its establishment as the basic principle of management in 1961. The Bank Creed declares our commitment to “contribute to the local community while achieving a harmonious balance between self-interest and public interest.” In this context, it gives top priority to “elevating the spirit of voluntary service” and advocates a service-minded approach to bring about prosperity in the local community. Bank Creed The Bank’s mission is to absorb funds and create credit by exercising its own creativity based on the principle of self-responsibility, in a spirit of maintaining orderly credit conditions and protecting depositors, and thereby contribute to the growth of the national economy. In light of such public mission, the Bank shall contribute to the local community while seeking a harmonious balance between self-interest and public interest as a regional bank. Based on the aforementioned principles, the code of conduct to be observed by any and all persons employed by the Bank is set forth as follows. 1. Elevate the Spirit of Voluntary Service Acknowledge that the Bank’s progress goes hand in hand with prosperity in the local community, and seek to elevate the spirit of voluntary service at all times. 2. Improve Creditworthiness Bear in mind that credit is the Bank’s lifeblood, and endeavor to improve credit at all times. 3. Nurture the Spirit of Harmony Recognize that the spirit of harmony is fundamental to the execution of duties, and strive to nurture such spirit at all times. Based on such basic principles, the Bank aspires to become an enterprise in harmony with the local community by demonstrating its leadership and fulfilling its social responsibility for the sustained growth of the local community. Specifically, our activities include supplying the region with funds smoothly, offering products and services tailored to customers’ needs and providing support to corporate activities as well as various information. We also continually engage in activities that contribute to society, from the standpoint of a good corporate citizen. In order to fulfill the principles set forth in our Bank Creed, we will continue to proactively contribute to the local community and make efforts so that they are fully understood by local residents. Corporate Governance Status The 77 Bank positions enhancement of corporate governance as a management priority, including the strengthening of the functions of the Board of Directors including outside directors, the strengthening of the audit system including outside audit & supervisory board members, and the enhancement of compliance and risk management systems. The Board of Directors consisting of 15 directors, two of whom are outside directors, is responsible for decision-making on key issues related to operations. The Executive Committee discusses important business matters and determines courses of action within the authority granted to it by the Board of Directors. The Bank has introduced an executive officer system for the purpose of separating management decision-making and supervision from execution of operations, as well as from the viewpoint of strengthening and expediting implementation of these functions. The Bank maintains an audit & supervisory board member system under which three of the five members of the Audit & Supervisory Board are outside audit & supervisory board members, a structure that raises the level of impartiality of internal audits. Audit & supervisory board members check that the actions of directors are constructive and appropriate by attending Board of Directors’ meetings and issuing opinion statements on discussions and decisions made at those meetings. With regard to compliance and risk management structures, in accordance with the Compliance Policies and the Basic Policy for Risk Management established by the Board of Directors, The 77 Bank emphasizes clarity and effectiveness of compliance-related initiatives and aims to establish a sturdy risk management system for the Bank’s stable and sustainable growth. Teruhiko Ujiie President 4 Toward a Firmer Business Position Toward a Firmer Business Position Some of the key indicators of sound financial management are “capital adequacy ratio” and “ratings.” The Bank has always concentrated on the improvement of financial soundness and kept these indicators at favorable levels. Capital Adequacy Ratio Capital adequacy ratio refers to the ratio of capital relative to assets calculated according to risks (risk assets). It is one of the major barometers of a bank’s financial soundness. Banks that have no overseas bases are required to maintain a capital adequacy ratio of at least 4% under domestic standards. The 77 Bank applies domestic standards for calculation of the capital adequacy ratio, and had a capital adequacy ratio of 12.19% for the fiscal year ended March 31, 2015, well above the required level. In December 2011, we received ¥20.0 billion in public funds (subordinated loan based on the earthquake-related special provision of the Act on Special Measures for Strengthening Financial Functions), as a result of which our capital adequacy ratio rose 0.66 percentage points as of the end of March 2015. The Bank completed repayment of public funds as of June 29, 2015. ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• *The Bank has applied Basel III for calculation of the capital adequacy ratio since the end of March 2014. Trends in Capital Adequacy Ratio (domestic standard) (%) (As of March 31) Basel II Basel III 15 14 13 11.69 12 11 12.57 12.54 12.68 12.51 12.33 12.22 12.33 12.19 March 2012 March 2013 March 2014 March 2015 11.44 10 8 4 0 March 2011 Consolidated Non-consolidated Ratings “Rating” is an indicator of the certainty of the principal, interest, etc. of bonds issued by companies and other entities and those of bank deposits being paid in accordance with predetermined terms and conditions, and is denoted by such symbols as alphabets. As a third-party rating agency assesses the financial position, etc. and discloses the results to the market, ratings are used as an indicator of a bank’s credit worthiness and security. The 77 Bank has acquired ratings from three domestic and overseas rating agencies that are among the highest of any Japanese financial institution. The 77 Bank’s Ratings (As of June 30, 2015) Solid debt-repayment capabilities Rating Category Rating Agency AAA Japan Credit Rating Agency, Ltd. (JCR) Long-term issuer rating AA AA A Rating and Investment Information, Inc. (R&I) Issuer credit rating A+ BBB BB Standard & Poor’s Corp. (S&P) Issuer credit rating A B CCC Notes: 1. Some rating agencies do not use D. CC 2. Ratings from level AA to level CCC (including level B by some agencies) are further qualified with the use of a + or – sign. C D Definition Highest certainty of fulfillment of obligations Higher credibility and partially superior performance Strong capacity to meet its financial commitments 5 Risk-Management Structure Sophisticated Techniques Based on Sound Principles Rapidly changing conditions in the financial sector have significantly transformed the operating environment for financial institutions and caused the risk that surrounds financial institutions to become comparatively more complex than in the past. These conditions demand that financial institutions execute even more accurate identification and analysis of risks, and take appropriate control of such risks. The 77 Bank works to reinforce comprehensive risk management with the improved soundness of business in mind. The risks the Bank faces are assessed by category and comprehensive risk management systems are established for self-control type risk management by taking an overall look at them, and comparing and contrasting with the Bank’s capital. At the same time, efforts are being made to improve risk management methods by such means as the enhancement of risk measurement techniques. We have implemented risk capital management as a specific framework for comprehensive risk management. Risk capital management is a management method where a risk capital budget, which is the risk tolerance, is allocated by risk category to each unit (domestic business units, funds and securities units, and another unit), and the measured risks of each unit are monitored to ensure that they do not exceed the respective budget. Risk capital management is also utilized to monitor whether expected profits suitable for the risks taken are being secured. Roles of the Bank’s Risk-Management Units Various risks have been classified into four categories—credit risks, market risks, liquidity risks, and operational risks—and each risk category is overseen by dedicated divisions, in addition to comprehensive risk management by the Risk Management Division. Credit risks, market risks and liquidity Flow of Risk Management and Compliance Responsibilities Audit & Supervisory Board Executive Committee/Directors and General Managers Liaison Committee /Compliance Committee Board of Directors Independent Auditors Directors Responsible for Each Type of Risk Directors Responsible for Compliance Risk Management Division Capital management Comprehensive Risk Management Credit Risk Management Market Risk Management Liquidity Risk Management Comprehensive Operational Risk Management Administrative Risk Information Technology Management Risk Management Risk Management Division Compliance Legal Risk Management Human Risk Management Tangible Asset Risk Management Outsourcing Risk Management Operations Management Division System Development Division Compliance Management Division Personnel Division General Affairs Division Reputational Risk Disaster and Other Contingency Management Risk Management General Affairs Division Operations Management Division Risk Management System Development Division Division Compliance Management Division Head Office, Branches and Group Subsidiaries Audit & Inspection Division Asset Assessment Audit 6 Internal Audit risks are managed by the Risk Management Division and the Risk Management Division supervises the comprehensive operational risk management. Of the operational risks, administrative risks are managed by the Operations Management Division, information technology risks by the System Development Division, legal risks by the Compliance Management Division, human risks by Personnel Division, tangible assets risks by the General Affairs Division, reputational risks by the Risk Management Division, and outsourcing risks by the Operations Management Division and System Development Division, and disaster and other contingency risks by the General Affairs Division, Operations Management Division, and System Development Division. The Audit & Inspection Division is independent of all business units, as it is the evaluating unit for internal processes and asset status. The Audit & Inspection Division assesses the risk-management positions of each division and branch, as well as those of group companies. The Bank conducts two types of audit: a comprehensive audit for internal management systems, including financial facilitation, compliance, customer protection, governance and management, and risk control; and physical inspection of cash and cash equivalents for the prevention of illegality. In addition, the Bank undergoes external audits, performed by outside audit & supervisory board members, in order to further consolidate the internal management structure. Compliance The Bank formulated the Compliance Policies in order to clarify its stance on compliance and to ensure the effectiveness thereof. Further, the Bank established the Compliance Guidelines (Compliance Standards) to articulate specific guidelines and a code of conduct so that the executives and employees place importance on compliance, thereby ensuring the lawful conduct of business. Compliance Guidelines Basic Direction 1.Ensure sound management and pay the utmost attention to sustaining the Bank’s credibility and its ability to maintain smooth financing. 2.Comply with laws and the code of corporate ethics and maintain fair and honest practices. 3.Take a principled stand with regard to issues that threaten social order or public peace. 4.Provide financial services that the region, customers, and society broadly trust and endeavor to achieve sustainable development together with them as a good corporate citizen. 5.Foster a flexible and constructive working environment conducive to the well-being of all employees. Code of Conduct 1.We will comply with laws, ordinances, the Articles of Incorporation, the Rules of Employment, and internal rules of the Bank. 2.We will not force unfair transaction on our customers. 3.We will not divulge confidential information of our customers or the Bank, or material information that has not been made public. 4.We will not neglect to provide reports required by laws, ordinances, and internal rules of the Bank, or provide false reports. 5.We recognize the public nature and the large social responsibility of the Bank and will devote ourselves to our duties. 7 6.We will not follow instructions or orders given by an individual that go beyond or deviate from the authorities given to said individual. 7.We will not engage in such conduct as will undermine the credibility or honor of the Bank. 8.We will not do favors for our customers in violation of law, ordinances, or internal rules of the Bank. 9.We will not seek to make unfair profits by taking advantage of our duties or position. 10.We will not borrow from or mediate for someone to borrow from our customers, other executives, or other employees without legitimate reason. 11.We will not engage in socially unacceptable entertaining or gift giving. 12.We will make efforts to maintain order in the workplace. Compliance Structure Subsidiaries Board of Directors (Directors) = President Director responsible For compliance Compliance Committee (Chaired by President) Compliance Departments (Chaired by General Manager of Compliance Management Division) Audit & Supervisory Board Members (Audit & Supervisory Board) Compliance supervisors (Major Roles) Compliance-related education, inspection, monitoring and the like within each company Compliance management Compliance Management Division Audit & Inspection Division Compliance Manager (General Manager of Compliance Management Division) Chief Compliance Officer (Manager of Legal Affairs Section) (Complaints, antisocial influences) Compliance Monitor (Senior Auditor) (Dishonest actions, internal audits) General Planning & Coordination Division (Risk management, disclosure) Personnel Division General Affairs Division (Maintenance of discipline and work discipline) (General meeting of shareholders, traffic accidents) Head Office Business Division and Branches Compliance promotion committees Divisions and Main Branch: Compliance Officer Other: Compliance liaison officers (Chaired by General Managers) Operations (Operational accidents) Management Division Note: Compliance officers and compliance liaisons maintain their independence in the performance of their duties related to compliance and do not follow the instructions of higher-ranking individuals. Audit compliance efforts throughout the Bank 8 Thorough compliance with laws and the code of corporate ethics is essential for a financial institution if it is to uphold its social responsibility and public duty and thus maintain the trust of the region in which it operates, customers and society at large. From this perspective, The 77 Bank established the Legal Affairs Office in 1998 to monitor legal compliance. Following subsequent organizational reforms, the authority of the Legal Affairs Office was superseded by the Compliance Management Division, which now tracks the situation with respect to legal compliance. The President is the director ultimately responsible for legal compliance. He is supported by the general manager of the Compliance Management Division, who supervises inspections, and the head of the Legal Affairs Section, who acts as a compliance officer. Each division and branch is assigned a compliance officer and other oversight personnel who undertake regular inspections to ascertain the situation with respect to compliance. The 77 Bank also advocates measures to preclude inappropriate behavior or legal errors. The Bank encourages greater awareness of laws and other compliance issues among executives and employees, and strives to foster a deeper understanding of pertinent laws. To further strengthen the compliance structure, the Bank established the Compliance Committee chaired by the President and compliance departments as subcommittees of the Compliance Committee. Also, divisions and branches have compliance promotion committees. Growing with the Region -Toward Reconstruction from the Great East Japan EarthquakeThe Economy of Miyagi Prefecture Miyagi Prefecture, the primary base of operations for The 77 Bank, is located in the southeast of the Tohoku region. The prefecture is an important crossroads linking Tohoku to Tokyo, the nation’s capital. In 1989, Sendai, the prefectural capital, became the 11th city in Japan specially designated by ordinance. The higher profile encouraged major national businesses and organizations, including government agencies, to set up branches and offices in Sendai, thereby positioning Sendai as the preeminent city of the Tohoku region. In Miyagi Prefecture, the Great East Japan Earthquake damaged many houses and other buildings, mainly on the coast, and devastated infrastructure such as roads and ports, but progress is now being made toward reconstruction and revitalization. Composition of Gross Prefectural and Gross Domestic Product (Nominal) (%) Miyagi Prefecture Agriculture, forestry and fishery Manufacturing Construction Utilities Wholesale and retail Financial institutions Real estate Transportation Information and communications Services Municipalities and others Total 1.3 11.9 10.6 1.9 14.4 3.7 14.6 3.6 4.6 19.8 13.7 100.0 Japan 1.1 18.2 5.2 2.1 13.5 4.7 14.0 4.8 5.2 19.6 11.7 100.0 Progress of Reconstruction Projects in Miyagi Prefecture Source: “Reconstruction Progress Statuses” issued by Miyagi Prefecture and other materials Item Railway Infrastructure Roads and bridges Ports Rubble removal Residential environment Relocation of communities from disaster prone areas Public housing Fishing boats Agriculture/ Fisheries Fishing ports Agricultural facilities Horticultural facilities Commerce and industry Resumption of operation Fish processing facilities Progress (% of completion) 20 40 60 80100 85% (track length with service resumed) 95% (completed locations) 47% (completed locations) 100% (volume disposed of) 50% (relocation completed) 35% (construction completed) 93% (number of fishing boats restored) 31% (completed locations) 85% (completed area) 92% (area recovered) 81% (number of chamber of commerce members near the coastline that resumed operation) 84% (number of facilities that resumed operation) Overview (State of reconstruction/ damage and base date) 386/456km (total track length) (May 31, 2015) 1,459/1,538locations (May 31, 2015) 137/292locations (May 31, 2015) 1,888/1,888t (March 31, 2014) 97/195communities (May 31, 2015) 5,545/15,988houses (May 31, 2015) 8,400/9,000boats (May 31, 2015) 450/1,439fishing ports (May 31, 2015) 11,020/13,000ha (May 31, 2015) 163/178ha (May 31, 2015) 6,300/7,800members (May 31, 2015) 388/462facilities (December 31, 2014) 9 Reconstruction Support Policy In view of the massive damage inflicted by the Great East Japan Earthquake, The 77 Bank formulated its “Reconstruction Support Policy” to contribute to the reconstruction and development of the regional economy. The objective of this policy is to fulfill the Bank’s responsibility as a regional financial institution that should work hand-in-hand with the local region, through the provision of financial services and financial intermediary functions aimed at supporting reconstruction efforts of the region and customers. All executives and employees of the Bank are working to support the region and the Bank’s customers by tackling various challenges in order to restore Miyagi and the wider Tohoku region to their original states of places brimming with vitality, affluence and kindness. Reconstruction Support Policy -To restore the Miyagi and Tohoku region with flourishing vitality, abundance, and overflowing kindness1. Fulfill our financial intermediation function As a financial institution working with the local region, we are striving to meet funding needs related to reconstruction and revitalization efforts. We are working sincerely to resolve the problems of customers who were affected by the disaster through altering lending conditions and resolving double mortgages for customers who are working proactively for rebuilding. 2. Contribute to reconstruction and further development for the region We will further enhance our consulting and judgment capabilities, and provide swift and optimal solutions to customers with reconstruction needs that were identified through vigorous customer visiting. At the same time, we will participate actively in initiatives for regional rehabilitation and industrial revitalization through enhanced collaboration with the municipal governments that are taking the lead in implementing reconstruction measures in the region. In this way, we will contribute to reconstruction and further development of the region. Additionally, we will work to improve the branch network and sales platform in an effort to help enhance customer convenience and to fully assist efforts to achieve regional revitalization and rehabilitation through stable provision of financial services. 3. Assist efforts to achieve a disaster prevention-aware, safe and environmentally-friendly society In light of the massive damage caused by the earthquake, we will pay even closer attention to disaster prevention and mitigation, as well as safety. In addition, we will take measures to bolster the business continuity framework in order to provide continuous financial services in disasters and other emergencies. Furthermore, we will make long-term and sustainable contributions to the local community through initiatives to enhance energy conservation and environmental friendliness in anticipation of an environmentally-friendly society in the region after reconstruction. Repayment of public funds In an aim to achieve regional reconstruction goals through joint efforts of the Japanese government and the Bank, the Bank received ¥20.0 billion in public funds (subordinated loan based on the earthquake-related special provision of the Act on Special Measures for Strengthening Financial Functions) in December 2011. Based on the state of reconstruction of earthquake-damaged areas, mainly in Miyagi Prefecture, and the Bank’s financial situation, the Bank determined that it established a financial base sufficiently capable of strengthening earthquake recovery support (further accelerating reconstruction) if it were to repay public funds. Consequently, the Bank repaid public funds in their entirety in June 2015. Following the repayment, all executives and employees of the Bank are united in making the utmost efforts to reinforce earthquake recovery support toward the reconstruction of the regional economy following the Great East Japan Earthquake. Deposit and Loan Shares in Miyagi Prefecture Our mission, as a regional financial institution, is to contribute to regional socioeconomic development through the timely and accurate provision of financial services geared to the needs of the region. Our efforts have earned us the support of customers, boosting our regional share of deposits and loans to the highest level among Japanese regional banks. Deposit and Loan Shares in Miyagi Prefecture (As of March 31, 2015) Other Banks 6.3% The 77 Bank 56.3% Deposits 2nd Regional Banks 13.6% Other Regional Banks 5.4% Trust Banks 4.3% 10 Other Banks 7.2% The 77 Bank 41.9% Shinkin Banks 6.7% Shinkin Banks 9.0% 2nd Regional Banks 9.8% (As of March 31, 2015) Loans Other Regional Banks 13.8% City Banks and Others 8.9% Trust Banks 2.8% City Banks and Others 14.0% 77 Bank Group (As of June 30, 2015) Main Business and Organization of the Bank and Subsidiaries The 77 Bank Group is engaged in leasing, credit card and other financial businesses in addition to the banking business. The Group consists of the following: Head Office, 135 branches, and five sub-branches 77 Business Services Co., Ltd. Two consolidated subsidiaries engaged mainly in operations directly related to the banking business The 77 Bank, Ltd. • Management of cash and other banking clerical operations 77 Jimu Daiko Co., Ltd. • Investigation and valuation of mortgaged property, custody of credit documents, and contract services for back office operations 77 Lease Co., Ltd. • Leasing business Four consolidated subsidiaries engaged mainly in businesses related to financial services 77 Shin-Yo Hosyo Co., Ltd. • Guaranty and credit investigation services 77 Computer Services Co., Ltd. • Computer-based contract services such as calculations for other companies The 77 Card Co., Ltd. • Credit card business Consolidated Subsidiaries Established Paid-in capital Percentage of parent company’s voting stock Percentage of consolidated companies’ voting stock 77 Business Services Co., Ltd. January 1980 ¥020 million 100.00% — 77 Jimu Daiko Co., Ltd. March 1987 ¥030 million 100.00% — 77 Lease Co., Ltd. November 1974 ¥100 million 5.88% 52.94% 77 Shin-Yo Hosyo Co., Ltd. October 1978 ¥030 million 5.00% 45.90% 77 Computer Services Co., Ltd. January 1982 ¥020 million 5.00% 45.00% The 77 Card Co., Ltd. February 1983 ¥064 million 6.06% 28.28% Notes: 77 Computer Services Co., Ltd., and The 77 Card Co., Ltd., are regarded as consolidated subsidiaries because institutions that have a close relationship with the Bank hold 45.00% and 45.45% of voting stock, respectively. 11 Board of Directors and Audit & Supervisory Board Members (As of June 30, 2015) Chairman Hiroshi Kamata Outside Directors Masahiro Sugita Ken Nakamura President Teruhiko Ujiie Mitsutaka Kambe Atsushi Shitoh Yoshikazu Onodera Kazuhiro Kudo Akira Konno Kenji Kikuchi Masashi Aita Managing Directors Standing Audit & Supervisory Board Members Deputy President Yoshiaki Nagayama Senior Managing Director Tetsuya Fujishiro Isamu Suzuki Makoto Igarashi Hidefumi Kobayashi Directors Takeshi Takahashi Masakatsu Tsuda Toshimi Homareda Toru Sugawara Koichi Suzuki From left: Teruhiko Ujiie, President; Hiroshi Kamata, Chairman; and Yoshiaki Nagayama, Deputy President Executive Officers Shuji Nakamura Hirofumi Sawano Outside Audit & Supervisory Board Members Masaaki Shoji Toshio Suzuki Masai Yamaura Organization (As of June 30, 2015) General Meeting of Stockholders Board of Directors Chairman President Deputy President Senior Managing Director Managing Directors Audit & Supervisory Board Secretariat Executive Committee/ Directors and General Managers Liaison Committee/ Compliance Committee Risk Management Division General Planning & Coordination Division Compliance Management Division Business Promotion Division Corporate & Retail Banking Division Mortgage Loan Division Regional Development Promotion Division Credit Supervision Division Treasury Division Head Office Business Division Treasury Administration & International Division Branches Shanghai Representative Office Personnel Division General Affairs Division Operations Management Division System Development Division Tokyo Liaison Office Audit & Inspection Division 12 Financial Section l Consolidated Five-Year Summary THE 77 BANK, LTD. AND SUBSIDIARIES As of March 31 Millions of Yen 2015 For the fiscal year Net interest income Net fees and commissions Net other operating income Net income (loss) At the fiscal year-end Total assets Deposits Loans and bills discounted Trading account securities and investment securities Equity Common stock 2014 2013 2012 2011 ¥70,280 ¥70,148 ¥68,688 ¥72,785 ¥73,483 11,843 11,705 11,344 11,165 10,852 2,407 469 1,508 2,945 3,250 17,049 15,059 12,446 10,690 (30,458) ¥8,588,463 ¥8,507,205 ¥8,261,103 ¥7,616,779 ¥6,217,663 7,849,299 7,871,879 7,745,804 7,170,216 5,633,396 4,219,621 3,998,209 3,762,620 3,639,528 3,495,671 3,708,968 472,029 24,658 3,746,477 397,011 24,658 3,439,268 367,533 24,658 2,890,083 318,013 24,658 2,152,996 306,499 24,658 Yen 2015 Per share of common stock Basic net income (loss) Diluted net income Equity Cash dividends Capita adequacy ratio (%) Domestic standard 2014 2013 2012 2011 ¥(80.35) — 793.64 6.00 ¥45.56 45.38 1,223.49 8.50 ¥40.26 40.10 1,027.15 7.50 ¥33.29 33.18 953.77 7.00 ¥28.60 28.53 826.80 7.00 12.51 12.68 12.54 12.57 11.69 Notes:1. The national consumption tax and the local consumption tax are excluded from transaction amounts. 2. The Bank’s capital adequacy ratio on the domestic standard is accompanied by the revision of Article 14, Paragraph 2, of the Banking Law of Japan, in line with enforcement of the related law for financial system reform. 13 l Consolidated Performance for Fiscal 2015 THE 77 BANK, LTD. AND SUBSIDIARIES Year Ended March 31 Financial and Economic Conditions Based in Miyagi Prefecture, The 77 Bank has a network of branches extending across Fukushima Prefecture, Iwate Prefecture, Yamagata Prefecture, Akita Prefecture, Tokyo, Aichi Prefecture, Osaka and Hokkaido. Based on the principle of sound management, the Bank’s basic policy is to aspire to be the “Value-creating bank that grows together with and is the most trusted by the region.” The Bank’s configuration in 10 years is “Leading bank in the Tohoku region with scale and earnings power ranked within the top 10 regional banks based on the established earnings base capable of coping with any change in the business environment through creation of new value in the region.” In fiscal 2015, the year ended March 31, 2015, the Japanese economy was overall on a moderate recovery path, attributable to the revival of exports and production as a result of the recovery of the U.S. economy and the further weakening of the yen, although there were signs of weak personal consumption. In these circumstances, long-term interest rates remained at low levels; falling at one point in January 2015 to below 0.2% and declining to the lowest level historically against the background of quantitative and qualitative monetary easing by the Bank of Japan. Short-term interest rates continued to remain extremely low. Share prices trended upward, partly attributable to strong corporate performances as evidenced by the Nikkei Stock Average recovering to the ¥19,000 level for the first time in approximately fifteen years. In foreign exchange markets during this period, the yen reached an exchange rate of ¥120 to the U.S. dollar, from ¥103 at the start of the fiscal year ended March 31, 2015, as a result of the weakening of the yen throughout the second half of the fiscal year. In view of the massive damage caused by the Great East Japan Earthquake, the Bank strove to maintain the stable provision of financial services and to continue to fulfill its financial intermediation function, in order to contribute to the recovery and reconstruction of communities and the regional economy as a financial institution working with the local region. Regarding the Bank’s branches that were damaged by the Great East Japan Earthquake, the Bank increased the floor area of the Hebita Branch (Ishinomaki-shi) and the Ishinomaki Loan Center located at the Hebita Branch by building extensions due to the further influx in population that is anticipated in this area in view of the concentration of commercial complexes and hospitals and the ongoing advances made by group relocation promotion projects for disaster mitigation and the land readjustment project. In terms of support for enterprises that were affected by the Great East Japan Earthquake, we vigorously responded to their funding needs for the resumption of business and restoration of facilities by using the Restoration and Maintenance Subsidy Project for Facilities of Small and Medium-sized Enterprise Groups and Compensation for Interest Rates on Special Zones for Reconstruction of central and local government. Through business matching and other core business support, we continued to make efforts toward the resolution of customers’ management issues, including the development and expansion of sales routes. Additionally, together with Regional Economy Vitalization Corporation of Japan and others, we established Miyagi Reconstruction Regional Vitalization Support Investment L.P. to provide support for the reconstruction and reactivation of the region. To support customers facing difficulties in continuing business or making loan repayments because of the impact of the earthquake, the Bank continued to be flexible, such as accepting change of loan terms and conditions, in light of the situation faced by each customer. In response to the “double loan” 14 problem, the Bank utilized external institutions, such as the Corporation for Revitalizing Earthquake-affected Business and the Miyagi Industry Revitalization Corporation, as necessary, to support corporate customers burdened by double loans, and offered consultation to help them improve management and revitalize their businesses through collaboration with external experts present at the Bank’s headquarters. For individual customers, with the aim of helping them rebuild their lives and revitalizing the community as soon as possible, the Bank strove to communicate the advantages and implications of the Individual Debtor Guidelines for Out-of-Court Workouts by holding free-of-charge consultations at various locations in collaboration with the Tohoku Local Finance Bureau, etc. Moreover, for customers subject to group relocation projects for disaster mitigation, the Bank continued to vigorously offer the 77 Earthquake Recovery Support Home Loan (Group Relocation Type and Leased Land Type), a dedicated mortgage product to support the building of new homes. In these circumstances, all officers and employees at the Bank and its consolidated subsidiaries made a concerted effort to promote business while helping the region in its drive to recover from the Great East Japan Earthquake with the support of shareholders and customers. Consolidated business results were as stated below. Consolidated Business Results Deposits, including negotiable deposits, amounted to ¥7,849.2 billion at the end of the year under review, having decreased by ¥22.5 billion. Loans and bills discounted increased by ¥221.4 billion to ¥4,219.6 billion at the end of the year. Investment securities decreased by ¥32.7 billion to ¥3,697.5 billion at the end of the year. Total assets stood at ¥8,588.4 billion at the end of the year under review, having increased by ¥81.2 billion. With regard to profit and loss, total income increased by ¥3,926 million from the previous year to ¥112,986 million as the result of an increase in interest income mainly owing to an increase in interest income due to an increase in interest and dividends on trading accounts and investment securities, and an increase in other income as a result of the recording of gains on reversal of reserve of possible loan losses. Total expenses stood at ¥80,136 million, around the same figure as the previous year, mainly owing to a decrease in loss on redemption of government bonds. As a result, ordinary profit increased by ¥3,944 million from the previous year to ¥32,849 million. Net income increased by ¥1,990 million from the previous year to ¥17,049 million. Net income per share was ¥45.56. Entries regarding performance by business segment will be omitted from the fiscal year ended March 31, 2015. Cash Flows Net cash from operating activities totaled ¥(107,370) million, a decrease of ¥335,039 million from the previous year, mainly due to an increase in loans and bills discounted. Net cash from investing activities totaled ¥117,910 million, an increase of ¥411,633 million from the previous year, mainly due to the sale and redemption of securities. Net cash from financing activities amounted to ¥(3,018 million), a decrease of ¥384 million from the previous year, mainly due to dividends paid, etc. Consequently, cash and cash equivalents at March 31, 2015 amounted to ¥512,082 million, having increased by ¥7,559 million from the previous year. l Consolidated Balance Sheet THE 77 BANK, LTD. AND SUBSIDIARIES March 31, 2015 2015 2014 Thousands of U.S. Dollars (Note 1) 2015 ¥ 514,617 20,636 4,561 11,397 84,093 3,697,570 4,219,621 3,328 ¥507,353 161,091 3,003 16,132 59,235 3,730,344 3,998,209 6,639 $ 4,282,408 171,723 37,954 94,840 699,783 30,769,493 35,113,763 27,694 15,879 16,578 132,137 9,179 20,571 135 536 6,984 8,277 20,258 174 929 7,384 76,383 171,182 1,123 4,460 58,117 18 306 2,292 26 333 2,656 149 2,546 19,072 Millions of Yen Assets: Cash and due from banks (Notes 3 and 26) Call loans and bills bought (Note 26) Debt purchased Trading account securities (Note 4) Money held in trust (Note 5) Investment securities (Notes 4, 10, 11, 26 and 27) Loans and bills discounted (Notes 6, 12, 26, 27 and 28) Foreign exchange assets (Note 7) Lease receivables and investments in leases (Notes 25 and 28) Tangible fixed assets (Notes 8, 9 and 16): Buildings Land Lease assets Construction in progress Other tangible fixed assets Intangible fixed assets: Software Other intangible fixed assets Deferred tax assets (Note 23) Customers’ liabilities for acceptances and guarantees (Notes 10 and 28) Other assets (Notes 11, 27 and 28) Reserve for possible loan losses Total Liabilities: Deposits (Notes 11, 13 and 26) Call money and bills sold (Note 26) Payables under securities lending transactions (Note 11) Borrowed money (Note 14) Foreign exchange liabilities (Note 7) Liability for employees' retirement benefits (Note 15) Reserve for reimbursement of deposits Reserve for contingent losses Reserve for disaster losses Deferred tax liabilities (Note 23) Acceptances and guarantees (Notes 10 and 28) Other liabilities (Notes 16 and 27) Total liabilities 37,650 23,034 (83,954) ¥8,588,463 32,677 28,627 (92,728) ¥8,507,205 313,306 191,678 (698,626) $71,469,276 ¥7,849,299 67,054 ¥7,871,879 62,935 $65,318,290 557,992 39,264 24,871 296 27,703 339 934 7 36,714 37,650 32,298 8,116,434 33,974 25,240 164 37,439 331 969 7 5,928 32,677 38,646 8,110,194 326,737 206,965 2,463 230,531 2,821 7,772 58 305,517 313,306 268,769 67,541,266 24,658 7,835 521 279,808 205,192 65,199 4,934 2,433,386 Equity (Notes 17 and 31): Common stock— authorized, 1,344,000,000 shares; issued, 383,278,734 shares in 2015 and 2014 24,658 Capital surplus 7,835 Stock acquisition rights (Note 18) 593 Retained earnings 292,420 Less: treasury stock—at cost, 9,051,746 shares and 9,174,446 shares in 2015 and 2014, respectively (4,393) Accumulated other comprehensive income: Unrealized gains on available-for-sale securities (Note 4) 139,396 Deferred losses on derivatives under hedge accounting (Note 27) (415) Defined retirement benefit plans (Note 15) (1,637) Total 458,458 Minority interests 13,571 Total equity 472,029 Total ¥8,588,463 See notes to consolidated financial statements. (4,450) 80,409 (248) (3,749) 384,784 12,226 397,011 ¥8,507,205 (36,556) 1,159,990 (3,453) (13,622) 3,815,078 112,931 3,928,010 $71,469,276 15 l Consolidated Statement of Income THE 77 BANK, LTD. AND SUBSIDIARIES Year Ended March 31, 2015 Millions of Yen 2014 2015 Income: Interest income: Interest on loans and discounts Interest and dividends on trading account and investment securities Other Fees and commissions (Note 28) Other operating income (Note 19) Reversal of reserve for possible loan losses Thousands of U.S. Dollars (Note 1) 2015 ¥45,589 ¥ 47,186 $379,370 28,278 164 17,291 11,742 4,601 26,355 134 17,073 11,954 235,316 1,364 143,887 97,711 38,287 2,691 Gain on transfer of a substitute portion of the government pension program fund Gains on sales of money held in trust Other income (Note 20) Total income 2,878 2,441 112,986 2,388 109,308 Expenses: Interest expense: Interest on deposits Interest on borrowings and rediscounts Other Fees and commissions Other operating expenses (Note 21) General and administrative expenses (Note 18) Other expenses (Notes 9 and 22) Total expenses Income before income taxes and minority interests 2,885 388 477 5,447 9,334 60,118 1,669 80,321 32,664 3,046 160 319 5,367 11,485 57,739 2,157 80,276 29,031 24,007 3,228 3,969 45,327 77,673 500,274 Income taxes (Note 23): Current Deferred Total income taxes 5,560 8,781 14,341 7,363 4,882 12,245 46,267 73,071 119,339 Net income before minority interests Minority interests in net income Net income 247 1,276 16,786 (1,727) ¥ 15,059 18,323 (1,273) ¥17,049 Yen Per share of common stock (Note 30): Basic net income Diluted net income Cash dividends applicable to the year ¥45.56 45.38 8.50 23,949 20,312 940,218 13,888 668,394 271,814 152,475 (10,593) $141,874 U.S. Dollars ¥40.26 40.10 7.50 $0.379 0.377 0.070 See notes to consolidated financial statements. l Consolidated Statement of Comprehensive Income THE 77 BANK, LTD. AND SUBSIDIARIES Year Ended March 31, 2015 Millions of Yen 16 Thousands of U.S. Dollars (Note 1) 2015 2015 2014 Net income before minority interests Other comprehensive income (Note 24): Unrealized gains on available-for-sale securities Deferred (losses) gains on derivatives under hedge accounting Defined retirement benefit plans Total other comprehensive income ¥18,323 ¥16,786 Comprehensive income ¥79,334 ¥35,730 $660,181 Total comprehensive income attributable to: Owners Of The Parent Minority Interests ¥77,981 1,353 ¥33,965 1,764 $648,922 11,259 See notes to consolidated financial statements. 59,066 (167) 2,112 61,011 18,853 90 18,943 $152,475 491,520 (1,389) 17,575 507,705 l Consolidated Statement of Changes in Equity THE 77 BANK, LTD. AND SUBSIDIARIES Year Ended March 31, 2015 Thousands Number of Shares of Common Stock Outstanding BALANCE, APRIL 1, 2013 Net income Cash dividends, ¥7.00 per share Purchase of treasury stock Sales of treasury stock Net change in the year BALANCE, MARCH 31, 2014 (APRIL 1, 2014, as previously reported) Cumulative effects of changes in accounting policies BALANCE, APRIL 1, 2014 (as restated) Net income Cash dividends, ¥8.00 per share Purchase of treasury stock Sales of treasury stock Net change in the year BALANCE, MARCH 31, 2015 373,859 Millions of Yen Accumulated Other Comprehensive Income Unreal- Deferred ized Losses on Defined Gains on DerivaRetireStock AcAvailable- tives under ment Common Capital quisition Retained Treasury for-Sale Hedge Ac- Benefit Stock Surplus Rights Earnings Stock Securities counting Plans ¥24,658 ¥7,835 ¥482 ¥267,400 15,059 ¥(4,569) ¥61,593 ¥(338) (33) 374,104 24,658 7,835 521 279,808 (4,450) 18,816 90 80,409 (248) (2,617) (2,617) (10) 96 15,195 1,755 (10) 96 16,950 (3,749) 384,784 12,226 397,011 ¥(3,749) (1,426) 374,104 24,658 7,835 521 278,382 17,049 (1,426) (4,450) 80,409 (248) (3,749) 383,358 17,049 (2,993) (33) 374,226 ¥24,658 ¥7,835 (18) 76 72 58,986 ¥593 ¥292,420 ¥(4,393) ¥139,396 BALANCE, APRIL 1, 2014 (as restated) Net income Cash dividends, $0.066 per share Purchase of treasury stock Sales of treasury stock Net change in the year BALANCE, MARCH 31, 2015 $205,192 $65,199 $4,335 $2,328,434 $(37,030) $ 669,127 65,199 4,335 2,316,568 141,874 (37,030) 669,127 (24,906) (149) $205,192 $65,199 599 $4,934 $2,433,386 (158) 632 490,854 $(36,556) $1,159,990 395,585 17,049 (19) (19) 58 (167) 2,112 61,004 ¥(415) ¥(1,637) ¥458,458 58 1,344 62,348 ¥13,571 ¥472,029 Total Minority Interests Total Equity $(2,063) $(31,197) $3,201,997 $101,739 $3,303,744 (11,866) 205,192 12,226 (2,993) Thousands of U.S. Dollars (Note 1) Accumulated Other Comprehensive Income Unreal- Deferred ized Losses on Defined Gains On Derivatives RetireStock AcAvailable- under ment Common Capital quisition Retained Treasury For-Sale Hedge Ac- Benefit Stock Surplus Rights Earnings Stock Securities counting Plans BALANCE, MARCH 31, 2014 (APRIL 1, 2014, as previously reported) Cumulative effects of changes in accounting policies (1,426) (2,993) (19) 156 Total Equity ¥10,471 ¥367,533 15,059 (10) 129 38 Minority Interests ¥357,061 15,059 (2,617) (21) 265 Total (2,063) (11,866) (11,866) (31,197) 3,190,130 141,874 101,739 3,291,878 141,874 (24,906) (24,906) (158) (158) 482 482 (1,389) 17,575 507,647 11,184 518,831 $(3,453) $(13,622) $3,815,078 $112,931 $3,928,010 See notes to consolidated financial statements. 17 l Consolidated Statement of Cash Flows THE 77 BANK, LTD. AND SUBSIDIARIES Year Ended March 31, 2015 2015 Operating activities: Income before income taxes and minority interests Adjustments for: Income taxes—paid Depreciation and amortization Losses on impairment of fixed assets Net change in reserve for possible loan losses Net change in reserve for reimbursement of deposits Net change in reserve for contingent losses Net change in reserve for disaster losses Net change in liability for employees’ retirement benefits Interest income Interest expense (Gains) losses on investment securities—net Gains on money held in trust—net Foreign exchange gains—net Losses on sales and disposals of fixed assets—net Net change in loans and bills discounted Net change in deposits Net change in borrowed money (except for subordinated loans) Net change in due from banks Net change in call loans and bills bought Net change in call money and bills sold Net change in payables under securities lending transactions Net change in trading account securities Net change in foreign exchange assets Net change in foreign exchange liabilities Net change in lease receivables and investments in leases Interest received Interest paid Other—net Total adjustments Net cash (used in) provided by operating activities Investing activities: Purchases of investment securities Proceeds from sales of investment securities Proceeds from maturity of investment securities Investment in money held in trust Proceeds from dispositions of money held in trust Purchases of tangible fixed assets Proceeds from sales of tangible fixed assets Purchases of intangible fixed assets Payment for execution of asset retirement obligations Net cash provided by (used in) investing activities Financing activities: Purchases of treasury stock Proceeds from sales of treasury stock Dividends paid Dividends paid for minority interest stockholders Net cash used in financing activities Foreign currency translation adjustments on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year (Note 3) See notes to consolidated financial statements. 18 Millions of Yen 2014 ¥32,664 (10,077) 4,336 184 (8,773) 8 (35) ¥29,031 Thousands of U.S. Dollars (Note 1) 2015 $271,814 (8,552) (74,032) 3,751 (761) (2,878) (36,326) 219 (221,411) (22,580) (369) 295 138,895 4,119 5,290 4,735 3,310 131 699 81,182 (3,974) 2,577 (140,037) ¥(107,370) (2,851) 3,759 121 (6,532) 56 (111) (114) (921) (73,675) 3,526 1,879 (1,157) (15,420) 9 (235,589) 126,074 (2,562) 19,490 225,936 60,114 15,484 8,228 (4,615) 53 (12) 81,033 (4,378) 812 198,637 ¥227,669 (71,165) (616,060) 31,214 (6,332) (23,949) (302,288) 1,822 (1,842,481) (187,900) (3,070) 2,454 1,155,820 34,276 44,020 39,402 27,544 1,090 5,816 675,559 (33,069) 21,444 (1,165,324) $(893,484) (506,684) 142,003 497,753 (12,500) 2,384 (5,149) 128 (1) (24) 117,910 (732,130) 110,125 334,200 (1,000) 986 (5,947) 63 (12) (9) (293,723) (4,216,393) 1,181,684 4,142,073 (104,019) 19,838 (42,847) 1,065 (8) (199) 981,193 (19) (10) 1 (2,616) (8) (2,634) 39 (68,648) 573,172 ¥ 504,523 (158) (2,991) (8) (3,018) 37 7,559 504,523 ¥512,082 (83,856) 36,082 1,531 (73,004) 66 (291) (24,889) (66) (25,114) 307 62,902 4,198,410 $4,261,313 l Notes to Consolidated Financial Statements THE 77 BANK, LTD. AND SUBSIDIARIES Year Ended March 31, 2015 1. Basis Of Presenting Consolidated Financial Statements The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in the Japanese Financial Instruments and Exchange Act and its related accounting regulations and the Enforcement Regulation for the Banking Law of Japan (the “Banking Law”), and in accordance with accounting principles generally accepted in Japan, which are different in certain respects as to the application and disclosure requirements of International Financial Reporting Standards. In preparing these consolidated financial statements, certain reclassifications and rearrangements have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. In addition, certain reclassifications have been made in the 2014 consolidated financial statements to conform to the classifications used in 2015. In accordance with the Companies Act of Japan (the “Companies Act”) and other relevant regulations, all Japanese yen figures in the consolidated financial statements have been rounded down to the nearest million yen, except for per share data. Accordingly, the total of each account may not be equal to the combined total of individual items. Also, U.S. dollar amounts have been rounded down to the nearest thousand dollars. The consolidated financial statements are stated in Japanese yen, the currency of the country in which The 77 Bank, Ltd. (the “Bank”) is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥120.17 to U.S.$ 1, the approximate rate of exchange as of March 31, 2015. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate. 2. Summary Of Significant Accounting Policies a. Consolidation—The consolidated financial statements include the accounts of the Bank and its subsidiaries (collectively, the “Companies”). There were six consolidated subsidiaries as of March 31, 2015 and 2014. Under the control and influence concepts, those companies in which the Bank, directly or indirectly, is able to exercise control over operations are fully consolidated. All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profits included in assets resulting from transactions within the Companies are eliminated in consolidation. b. Cash and Cash Equivalents—For the purpose of the consolidated statement of cash flows, cash and cash equivalents represent cash and amounts due from the Bank of Japan. c. Trading Account Securities, Investment Securities and Money Held in Trust—Securities other than investments in affiliates are classified into three categories, based principally on the Companies’ intent, as follows: (1) trading account securities, which are held for the purpose of earning capital gains in the near term, are reported at fair value and the related unrealized gains and losses are included in earnings; (2) held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to maturity, are reported at amortized cost; and (3) available-for-sale securities, which are not classified as either of the aforementioned securities, are reported at fair value with unrealized gains and losses, net of applicable taxes, reported in a separate component of equity. The cost of trading account securities and available-for-sale securities sold is determined based on the moving-average method. Available-for-sale securities for which fair value is extremely difficult to identify are reported at cost determined by the moving-average method. For other-than-temporary declines in fair value, investment securities are reduced to net realizable value by a charge to income. Securities included in money held in trust are also classified and accounted for using the same method as above. The components of trust assets are accounted for based on the standard appropriate for each asset type. Instruments held in trust for trading purposes are recorded at fair value and unrealized gains and losses are recorded in other income/expenses. Instruments held in trust classified as available-for-sale are recorded at fair value with the corresponding unrealized gains/ losses recorded directly in a separate component of equity. Instruments held in trust classified as held to maturity are carried at amortized cost. d. Tangible Fixed Assets—Tangible fixed assets are stated at cost less accumulated depreciation and gains deferred on the sale and replacement of certain assets. Depreciation of tangible fixed assets, except for lease assets, is mainly computed using the declining-balance method at rates based on the estimated useful lives of the assets. The range of useful lives is principally from 5 to 31 years for buildings and from 4 to 20 years for equipment. Lease assets under finance lease transactions, in which substantial ownership is not deemed to have been transferred, are depreciated using the straight-line method over the lease term. The salvage value is zero or the guaranteed amounts if specified in the lease contracts (see Note 2.o). e. Intangible Fixed Assets—The amortization of intangible fixed assets is calculated using the straight-line method. Capitalized costs of computer software developed/obtained for internal use are amortized using the straight-line method over the estimated useful lives of five years. f. Long-Lived Assets—The Companies review their long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows (“DCFs”) from the continued use and eventual disposition of the asset or the net selling price at disposition. g. Foreign Currency Items—Assets and liabilities denominated in foreign currencies held by the Bank at year-end are translated into Japanese yen at the current exchange rates in effect at each consolidated balance sheet date. Exchange gains and losses are recognized in the fiscal periods in which they occur. h. Reserve for Possible Loan Losses—The Bank determines the amount of the reserve for possible loan losses by means of management’s judgment and assessment of future losses based on a self-assessment system. This system reflects past experience of credit losses, possible future credit losses, business and economic conditions, the character, quality and performance of the portfolio, and other pertinent indicators. As part of the Bank’s self-assessment system, the quality of all loans is assessed by branches and the credit supervisory division with a subsequent audit by the Bank’s asset review and inspection division in accordance with the Bank’s policy and rules for selfassessment of asset quality. The Bank has established a credit rating system under which its debtors are classified into five categories. The credit rating system is used in the self-assessment of asset quality. All loans are classified into one of the following five categories for self-assessment purposes: “normal,” “caution,” “possible bankruptcy,” “virtual bankruptcy,” and “legal bankruptcy.” For large debtors who are likely to become bankrupt and debtors with restructured loans, if the cash flows from collection of the principal and interest can be reasonably estimated, the reserve is provided based on the difference between the relevant cash flows discounted by the initial contractual interest rates and the carrying amounts of the loans (“DCF method”). 19 The reserve for other possible loan losses is calculated based on the specific actual past loss ratio for normal and caution categories and the fair value of the collateral for collateral-dependent loans and other solvency factors including the value of future cash flows for the other self-assessment categories. The Bank’s subsidiaries determine the reserve for possible loan losses by a similar self-assessment system as that of the Bank. i. Reserve for Reimbursement of Deposits—Reserve for reimbursement of deposits which were derecognized as liabilities is provided for the future estimated payments for reimbursement claims on sleeping deposit accounts based on the historical reimbursement experience. j. Reserve for Contingent Losses—Reserve for contingent losses is provided for the future estimated payments of burden money to the Credit Guarantee Corporations based on the historical experience of subrogation. k. Reserve for Disaster Losses—Reserve for disaster losses is provided for the future estimated payments of repairs required for restoration of the branches damaged by the Great East Japan Earthquake based on reasonable estimates. l. Employees’ Retirement and Pension Plans—In calculation of projected benefit obligations, expected benefits are attributed to periods on a benefit formula basis. Treatment of prior service cost and actuarial gains and losses is as follows: Prior service cost is charged to expenses when incurred. Unrecognized actuarial gains and losses are amortized by the straight-line method from the following fiscal year after the fiscal year when they were incurred over a definite period (10 years) with the employees’ average remaining service period when incurred. Consolidated subsidiaries apply a shortcut method whereby the amount of the retirement benefits required to be paid if all the employees voluntarily retired at the end of the fiscal year is regarded as projected benefit obligations in determining the liability for employees’ retirement benefits and net periodic retirement benefit costs. m. Asset Retirement Obligations—The asset retirement obligation is recognized as the sum of the DCFs required for the future asset retirement and is recorded in the period in which the obligation is incurred if a reasonable estimate can be made. If a reasonable estimate of the asset retirement obligation cannot be made in the period the asset retirement obligation is incurred, the liability should be recognized when a reasonable estimate of the asset retirement obligation can be made. Upon initial recognition of a liability for an asset retirement obligation, an asset retirement cost is capitalized by increasing the carrying amount of the related fixed asset by the amount of the liability. The asset retirement cost is subsequently allocated to expense through depreciation over the remaining useful life of the asset. Over time, the liability is accreted to its present value each period. Any subsequent revisions to the timing or the amount of the original estimate of undiscounted cash flows are reflected as an increase or a decrease in the carrying amount of the liability and the capitalized amount of the related asset retirement cost. n. Stock Options—The Bank recognizes compensation expense for employee stock options based on the fair value at the date of grant and over the vesting period as consideration for receiving goods or services. The Bank also accounts for stock options granted to nonemployees based on the fair value of either the stock option or the goods or services received. In the consolidated balance sheet, the stock option is presented as a stock acquisition right as a separate component of equity until exercised. 20 o. Leases As a lessee Finance lease transactions are capitalized to recognize lease assets and lease obligations in the consolidated balance sheet. As a lessor All finance leases that are deemed to transfer ownership of the leased property to the lessee are recognized as lease receivables, and all finance leases that are deemed not to transfer ownership of the leased property to the lessee are recognized as investments in leases. p. Income Taxes—The provision for income taxes is computed based on the pretax income included in the consolidated statement of income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred taxes are measured by applying currently enacted tax laws to the temporary differences. q. Derivatives and Hedging Activities—It is the Bank’s policy to use derivative financial instruments (“derivatives”) primarily for the purpose of reducing market risks associated with its assets and liabilities. The Bank also utilizes derivatives to meet the needs of its clients while entering into derivatives as a part of its trading activities. The Bank enters into interest rate swaps and interest rate swaptions as a means of hedging its interest rate risk on certain loans and investment securities and to meet the needs of its clients. The Bank also enters into currency swaps, foreign exchange forward contracts, and currency options to hedge foreign currency exchange risk associated with its assets and liabilities denominated in foreign currencies and to meet the needs of its clients. Derivatives are recognized as either assets or liabilities and measured at fair value. Gains or losses on derivative transactions are recognized in the consolidated statement of income. If derivatives qualify for hedge accounting because of high correlation and effectiveness between the hedging instruments and the hedged items, the gains or losses on derivatives are deferred until maturity of the hedged transactions. The interest rate swaps which qualify for hedge accounting and meet specific matching criteria are not remeasured at market value, but the differential paid or received under the swap agreements is recognized and included in interest expense or income. r. Per Share Information—Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period, retroactively adjusted for stock splits. Diluted net income per share reflects the potential dilution that could occur if securities were exercised or converted into common stock. Diluted net income per share of common stock assumes full conversion of the outstanding convertible notes and bonds at the beginning of the year (or at the time of issuance) with an applicable adjustment for related interest expense, net of tax, and full exercise of outstanding warrants. Cash dividends per share presented in the consolidated statement of income are dividends applicable to the respective years including dividends to be paid after the end of the year. s. Changes in Accounting Policies Accounting Standard for Retirement Benefits—Effective the year ended March 31, 2015, the Bank applied “Accounting Standard for Retirement Benefits” (the Accounting Standards Board of Japan (“ASBJ”) Statement No. 26, revised on May 17, 2012; “Retirement Benefit Standard”) and “Guidance on Accounting Standard for Retirement Benefits” (ASBJ Guidance No. 25, revised on March 26, 2015; “Retirement Benefit Guidance”) for the provisions prescribed in the main clause of paragraph 35 of the Retirement Benefit Standard and the main clause of paragraph 67 of the Retirement Benefit Guidance and made certain amendments relating to the calculation methods for projected benefit obligations and service cost. Accordingly, the Bank changed the method of determining the portion of expected benefits attrib- uted to periods from a straight-line basis to a benefit formula basis. In addition, the method of determining the discount rates applied in the calculation of projected benefit obligations was changed from the method using the years approximate to the employees’ average remaining service years as the period of bonds to be based for determining the discount rates to the method using the single weighted average discount rate that reflects the estimated period and amount of benefit payment in each period. The revised accounting standard and guidance for retirement benefits were applied in accordance with the transitional treatment prescribed in paragraph 37 of Retirement Benefit Standard, and the amount of the change in calculation methods for projected benefit obligations and service cost were reflected in retained earnings as of April 1, 2014. As a result, liability for employees’ retirement benefits increased by ¥2,204 million ($18,340 thousand) and retained earnings decreased by ¥1,426 million ($11,866 thousand) as of April 1, 2014. The effect of this change on net income is immaterial. The effect on per share information is stated in Note 30. 3. Cash And Cash Equivalents The reconciliation of cash and cash equivalents at the end of the year and cash and due from banks in the consolidated balance sheets as of March 31, 2015 and 2014, was as follows: Millions of Yen 2015 2014 Cash and due from banks Due from banks, excluding due from the Bank of Japan Cash and cash equivalents at the end of year Thousands of U.S. Dollars 2015 (2,534) (2,829) (21,086) ¥512,082 ¥504,523 $4,261,313 Millions of Yen 2015 2014 ¥886 2,512 7,998 ¥11,397 ¥1,029 3,105 11,998 ¥16,132 Thousands of U.S. Dollars 2015 $ 7,372 20,903 66,555 $94,840 Investment securities as of March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 Thousands of U.S. Dollars 2015 ¥2,012,132 ¥2,160,674 $16,744,045 80,330 81,747 668,469 950,662 933,935 7,910,976 142,928 113,090 1,189,381 511,516 440,896 4,256,603 ¥3,697,570 ¥3,730,344 $30,769,493 Securities loaned under securities lending agreements are included in the above national government bonds in the amount of ¥20,204 million ($168,128 thousand) and ¥10,098 million as of March 31, 2015 and 2014, respectively. The carrying amounts and aggregate fair values of securities as of March 31, 2015 and 2014, were as follows: Securities below include trading account securities and investment securities: Unrealized Gains Cost Unrealized Losses Securities classified as: Trading Available-for-sale: Equity securities* ¥60,132 ¥81,310 Debt securities 2,990,549 39,555 Other securities* 445,532 68,207 Held to maturity 13,502 36 Fair Value ¥ 11,397 ¥511 140,931 481 3,029,622 4,013 509,726 1 13,538 Millions of Yen 2014 Unrealized Gains Cost Securities classified as: Trading Available-for-sale: Equity securities* Debt securities Other securities* Held to maturity Fair Value Unrealized Losses ¥ 16,132 ¥ 60,190 3,123,636 414,300 13,509 ¥51,964 39,320 30,745 39 ¥1,076 111,078 109 3,162,847 5,913 439,132 3 13,544 Thousands of U.S. Dollars 2015 Cost Trading account securities as of March 31, 2015 and 2014, consisted of the following: National government bonds Local government bonds Corporate bonds Equity securities Other securities Total 2015 ¥514,617 ¥507,353 $4,282,408 4. Trading Account Securities And Investment Securities National government bonds Local government bonds Other securities Total Millions of Yen Unrealized Gains Securities classified as: Trading Available-for-sale: Equity securities* $ 500,391 $676,624 Debt securities 24,885,986 329,158 Other securities* 3,707,514 567,587 Held to maturity 112,357 299 Fair Value Unrealized Losses $ 94,840 $ 4,252 1,172,763 4,002 25,211,134 33,394 4,241,707 8 112,657 * Unlisted equity securities for which fair value is extremely difficult to identify are not included. Securities, other than trading account securities, with readily determinable fair value, whose fair value significantly declined compared with the acquisition cost and whose fair value is not considered likely to recover to their acquisition cost, are written down to the respective fair value. The related losses on revaluation are charged to income for the fiscal year. Impairment losses were recognized for available-for-sale securities in the amount of ¥635 million ($5,284 thousand) for the year ended March 31, 2015. No impairment loss was recognized for securities for the year ended March 31, 2014. The criteria for determining whether the fair value has “significantly declined” are defined based on the asset classification of the issuer in the internal standards for asset quality self-assessment as follows: (a) Normal issuer: Fair value declined by 50% or more of the acquisition cost or fair value declined between 30% and 50% and average fair value during the past one month declined by 50% or more (30% or more for issuers who have credit risk more than a certain level). (b) Caution issuers: Fair value declined by 30% or more of the acquisition cost. (c) Legally bankrupt, virtually bankrupt, and possibly bankrupt issuers: Fair value is lower than the acquisition cost. Proceeds from sales of available-for-sale securities for the years ended March 31, 2015 and 2014, were ¥141,789 million ($1,179,903 thousand) and ¥106,718 million, respectively. Gross realized gains and losses on these sales, computed on a moving average cost basis, were ¥2,388 million ($19,871 thousand) and ¥657 million ($5,467 thousand), respectively, for the year ended March 31, 2015, and ¥1,548 million and ¥1,736 million, respectively, for the year ended March 31, 2014. 21 Unrealized gains on available-for-sale securities as of March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 Thousands of U.S. Dollars 2015 Valuation differences: Available-for-sale securities ¥184,066 ¥114,931 $1,531,713 Available-for-sale money held in trust 18,871 7,008 157,035 Deferred tax liabilities (63,279) (41,348) (526,579) Minority interests (262) (182) (2,180) Unrealized gains on available-for-sale securities ¥139,396 ¥80,409 $1,159,990 5. Money Held In Trust The carrying amounts and aggregate fair values of money held in trust as of March 31, 2015 and 2014, were as follows: Millions of Yen 2015 Unrealized Gains Cost Money held in trust classified as: Trading Available-for-sale Total ¥21,581 ¥21,581 Unrealized Losses Fair Value ¥43,639 40,453 ¥84,093 ¥18,871 ¥18,871 Millions of Yen 2014 Unrealized Gains Cost Money held in trust classified as: Trading Available-for-sale Total ¥21,581 ¥21,581 Unrealized Losses Fair Value ¥30,645 28,590 ¥59,235 ¥7,008 ¥7,008 Thousands of U.S. Dollars 2015 Unrealized Gains Cost Money held in trust classified as: Trading Available-for-sale Total Unrealized Losses Fair Value Loans to borrowers in bankruptcy Past due loans Past due loans (three months or more) Restructured loans Total ¥ 1,336 91,246 ¥ 1,185 $ 11,117 100,841 759,307 397 31,406 ¥124,387 427 3,303 32,122 261,346 ¥134,577 $1,035,091 Loans to borrowers in bankruptcy represent nonaccrual loans to debtors who are legally bankrupt, as defined in the Enforcement Ordinance for the Corporation Tax Law. Past due loans are nonaccrual loans which include loans classified as “possible bankruptcy” and “virtual bankruptcy.” Nonaccrual loans are defined as loans (after the partial charge-off of claims deemed uncollectible) for which the Bank has discontinued accruing interest income due to substantial doubt existing about the ultimate collection of principal and/or interest. Such loans are classified either as “possible bankruptcy” or “virtual bankruptcy” under the Bank’s self-assessment guidelines. In addition to past due loans as defined, certain other loans classified as “caution” under the Bank’s self-assessment guidelines include past due loans (three months or more) which consist of loans for which the principal and/or interest is three months or more past due, but exclude loans to borrowers in bankruptcy and past due loans. Restructured loans are loans where the Bank and its subsidiaries relax lending conditions by reducing the original interest rate or by forbearing interest payments or principal repayments to support the borrower’s reorganization. Restructured loans exclude loans to borrowers in bankruptcy, past due loans or past due loans (three months or more). $363,143 336,631 $699,783 $179,587 $157,035 $179,587 $157,035 Foreign exchange assets and liabilities as of March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 6. Loans And Bills Discounted Assets Foreign exchange bills bought Foreign exchange bills receivable Due from foreign correspondent accounts Total Loans and bills discounted as of March 31, 2015 and 2014, consisted of the following: Thousands of Millions of Yen U.S. Dollars Liabilities Foreign exchange bills sold Foreign exchange bills payable Total 2015 Bills discounted Loans on bills Loans on deeds Overdrafts Total Thousands of U.S. Dollars 2015 Millions of Yen 2015 2014 7. Foreign Exchanges Available-for-sale securities held in trust, whose fair value significantly declined compared with the acquisition cost and whose fair value is not considered likely to recover to their acquisition cost, are written down to the respective fair value. No impairment loss was recognized for money held in trust for the years ended March 31, 2015 and 2014. 2014 2015 ¥12,104 ¥ 12,267 $ 100,723 166,062 164,568 1,381,892 3,446,428 3,229,079 28,679,603 595,026 592,294 4,951,535 ¥4,219,621 ¥3,998,209 $35,113,763 Bills discounted are accounted for as financial transactions in accordance with “Treatment of Accounting and Auditing of Application 22 of Accounting Standard for Financial Instruments in the Banking Industry” (the Japanese Institute of Certified Public Accountants (the “JICPA”) Industry Audit Committee Report No. 24). The Bank has rights to sell or pledge these bills discounted. The total of the face value of bills discounted was ¥12,430 million ($103,436 thousand) and ¥12,474 million as of March 31, 2015 and 2014, respectively. Loans and bills discounted as of March 31, 2015 and 2014, included the following loans: Thousands of U.S. Dollars 2015 ¥326 2 ¥ 211 63 $ 2,712 16 2,999 6,364 24,956 ¥3,328 ¥6,639 $27,694 ¥199 96 ¥296 ¥ 84 79 ¥164 $1,655 798 $2,463 8. Tangible Fixed Assets The accumulated depreciation of tangible fixed assets as of March 31, 2015 and 2014, amounted to ¥76,427 million ($635,990 thousand) and ¥76,186 million, respectively. As of March 31, 2015 and 2014, deferred gains for tax purposes of ¥7,726 million ($64,292 thousand) and ¥7,777 million, respectively, on tangible fixed assets sold and replaced with similar assets have been deducted from the cost of newly acquired tangible fixed assets. 9. Long-Lived Assets The Bank recognized impairment losses of ¥184 million ($1,531 thousand) and ¥121 million on certain operating branches, business premises, branches to be closed, and unused facilities for the years ended March 31, 2015 and 2014, respectively. The impairment losses were composed of ¥79 million ($657 thousand) on buildings, ¥55 million ($457 thousand) on land and ¥49 million ($407 thousand) on other fixed assets for the year ended March 31, 2015, and ¥100 million on buildings, ¥10 million on land and ¥10 million on other fixed assets for the year ended March 31, 2014. For the purpose of testing for impairment, the Bank recognizes each individual branch office as a cash-generating unit for which it continues to manage and monitor identifiable cash flows. Branch offices to be closed and facilities not used in operation are individually assessed for impairment. Subsidiaries recognize each company as a cash-generating unit. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the DCFs from the continued use and eventual disposition of the asset or the net selling price at disposition. The DCFs were calculated using discount rates of 2.8% and 2.9% for the years ended March 31, 2015 and 2014, respectively, and the net selling price was determined by quotation from a third-party vendor. 10. Customers’ Liabilities For Acceptances And Guarantees All contingent liabilities arising from acceptances and guarantees are reflected in “Acceptances and guarantees.” “Customers’ liabilities for acceptances and guarantees” are shown as contra assets, representing the Bank’s right to receive indemnity from the applicants. The amount of guarantee obligations for privately placed corporate bonds included in securities as of March 31, 2015 and 2014, was ¥4,448 million ($37,014 thousand) and ¥5,974 million, respectively. substitute securities for future transaction initial margin and others. Other assets include guarantee deposits for leased tangible fixed assets (lessee side) amounting to ¥94 million ($782 thousand) and ¥98 million as of March 31, 2015 and 2014, respectively. 12. Loan Commitments Contracts of overdraft facilities and loan commitments are contracts with customers to lend up to the prescribed limits in response to customers’ applications for a loan, as long as there is no violation of any condition within the contracts. As of March 31, 2015, the unused amount of such contracts totaled ¥1,645,147 million ($13,690,163 thousand), of which amounts with original agreement terms of less than one year were ¥1,599,474 million ($13,310,094 thousand). As of March 31, 2014, the unused amount of such contracts totaled ¥1,576,948 million, of which amounts with original agreement terms of less than one year were ¥1,537,212 million. Since many of the commitments expire without being drawn upon, the unused amount does not necessarily represent a future cash requirement. Most of these contracts have conditions allowing the Companies to refuse customers’ applications for a loan or decrease the contract limits with proper reasons (e.g., changes in financial situation, deterioration in customers’ creditworthiness). At the inception of the contracts, the Companies obtain collateral real estate, securities, etc., if considered to be necessary. Subsequently, the Companies perform a periodic review of the customers’ business results based on internal rules and take necessary measures to reconsider conditions in contracts and require additional collateral and guarantees. 13. Deposits Deposits as of March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 Current deposits Ordinary deposits Deposits at notice Time deposits Negotiable certificates of deposit Other deposits Total Thousands of U.S. Dollars 2015 ¥169,416 ¥ 166,223 $ 1,409,802 4,244,724 4,199,006 35,322,659 11,591 16,030 96,455 2,505,436 2,496,970 20,849,097 659,390 743,420 5,487,143 258,740 250,229 2,153,116 ¥7,849,299 ¥7,871,879 $65,318,290 11. Assets Pledged Assets pledged as collateral and their relevant liabilities as of March 31, 2015 and 2014, were as follows: Millions of Yen 2015 Assets pledged as collateral: Investment securities Other assets Relevant liabilities to above assets: Deposits Payables under securities lending transactions ¥258,231 141 76,985 2014 Thousands of U.S. Dollars 2015 ¥250,249 $2,148,880 141 1,173 59,071 640,634 39,264 33,974 326,737 Additionally, investment securities amounting to ¥134,705 million ($1,120,953 thousand) and ¥131,947 million as of March 31, 2015 and 2014, respectively, are pledged as collateral for transactions, such as exchange settlement transactions or as 23 14. Borrowed Money Borrowed money as of March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 Thousands of U.S. Dollars 2015 Borrowings from banks and other ¥24,871 ¥25,240 $206,965 Borrowed money as of March 31, 2015 and 2014, included subordinated borrowings in the amount of ¥20,000 million ($166,430 thousand). Annual maturities of borrowed money as of March 31, 2015, were as follows: Year Ending March 31 2016 2017 2018 2019 2020 2021 and thereafter Total Thousands of U.S. Dollars Millions of Yen ¥2,105 1,082 772 397 239 20,273 ¥24,871 $17,516 9,003 6,424 3,303 1,988 168,702 $206,965 At March 31, 2015 and 2014, the weighted-average annual interest rates applicable to borrowed money were 0.287% and 0.357%, respectively. 15. Liability For Employees’ Retirement Benefits The Companies have severance payment plans consisting of contributory pension fund plans and noncontributory lump-sum payment plans for employees. Under most circumstances, employees terminating their employment are entitled to retirement benefits based on the rate of pay at the time of termination, years of service, and certain other factors. Such retirement benefits are made in the form of a lumpsum severance payment from the Companies and annuity payments from trustees. Employees are entitled to larger payments if the termination is involuntary, by retirement at the mandatory retirement age, by death or by voluntary retirement at certain specific ages prior to the mandatory retirement age. (1)The changes in projected benefit obligations for the years ended March 31, 2015 and 2014, were as follows: Millions of Yen 2015 2014 Balance at beginning of year (as previously reported) Cumulative effect of changes in accounting policies Balance at beginning of year (as restated) Service cost Interest cost Actuarial losses Benefits paid Prior service cost Decrease due to return of substitute portion of welfare pension fund Others Balance at end of year 24 Thousands of U.S. Dollars 2015 ¥62,929 ¥75,214 $523,666 2,204 65,134 1,590 948 311 (3,371) (2)The changes in plan assets for the years ended March 31, 2015 and 2014, were as follows: Millions of Yen 2015 2014 Balance at beginning of year Expected return on plan assets Actuarial gains Contributions from the employer Benefits paid Decrease due to return of substitute portion of welfare pension fund Others Balance at end of year (16,132) 186 189 1,547 ¥64,799 ¥62,929 $539,227 ¥25,490 ¥38,469 $212,116 892 670 7,422 2,662 2,079 22,151 9,747 1,778 81,110 (1,883) (1,812) (15,669) (15,884) 186 189 1,547 ¥37,095 ¥25,490 $308,687 (Note)Plan assets related to the multiemployers’ welfare pension fund plans adopted by certain consolidated subsidiaries are not included in the above plan assets. (3)Reconciliation between the liability recorded in the consolidated balance sheet and the balances of projected benefit obligations and plan assets as of March 31, 2015 and 2014 Millions of Yen 2015 2014 Thousands of U.S. Dollars 2015 Funded projected benefit obligations ¥ 42,836 ¥44,595 $ 356,461 Plan assets (37,095) (25,490) (308,687) 5,740 19,105 47,765 Unfunded projected benefit obligations 21,963 18,334 182,766 Net liability arising from projected benefit obligations ¥ 27,703 ¥37,439 $ 230,531 Millions of Yen 2015 2014 Liability for employees’ retirement benefits Asset for employees’ retirement benefits Net liability arising from projected benefit obligations Thousands of U.S. Dollars 2015 ¥27,703 ¥37,439 $230,531 ¥27,703 ¥37,439 $230,531 (4)The components of net periodic retirement benefit costs for the years ended March 31, 2015 and 2014, were as follows: Millions of Yen 2015 2014 18,340 75,214 542,015 1,451 13,231 1,173 7,888 4,368 2,588 (3,335) (28,051) Thousands of U.S. Dollars 2015 Service cost Interest cost Expected return on plan assets Recognized actuarial losses Amortization of prior service cost Others Net periodic retirement benefit costs Thousands of U.S. Dollars 2015 ¥1,608 948 (892) 1,036 ¥1,468 $13,381 1,173 7,888 (670) (7,422) 672 8,621 ¥2,701 ¥2,645 $22,476 (Notes) 1.Employees’ contribution to corporate pension funds is deducted. 2.Net periodic retirement benefit costs of the consolidated subsidiaries which adopt a shortcut method are included in “Service cost.” (5)Amounts recognized in other comprehensive income (before income tax effect) in respect of defined retirement benefit plans for the years ended March 31, 2015 and 2014 Millions of Yen 2015 2014 Prior service cost Actuarial gains Others Total Thousands of U.S. Dollars 2015 ¥3,387 $28,185 ¥3,387 $28,185 (6)Amounts recognized in accumulated other comprehensive income (before income tax effect) in respect of defined retirement benefit plans as of March 31, 2015 and 2014 Millions of Yen 2015 2014 Unrecognized prior service cost Unrecognized actuarial gains Others Total Thousands of U.S. Dollars 2015 ¥2,407 ¥5,794 $20,029 ¥2,407 ¥5,794 $20,029 (7)Plan assets as of March 31, 2015 and 2014 a. Components of plan assets Plan assets consisted of the following: 2015 2014 Debt investments 21% Equity investments 34 Cash and cash equivalents Life insurance company accounts (general accounts) 20 Call loans, etc. 25 Others Total 100% 28% 43 1 25 2 1 100% b.Method of determining the long-term expected rate of return on plan assets The expected rate of return on plan assets is determined considering allocation of plan assets which are expected currently and in the future and the long-term rates of return which are expected currently and in the future from the various components of the plan assets. (8)Assumptions used for the years ended March 31, 2015 and 2014, were set forth as follows: Discount rate Long-term expected rate of return on plan assets Expected rate of salary increase 2015 2014 1.5% 3.5 5.2 1.5% 3.0 5.2 16. Asset Retirement Obligations Asset retirement obligations which were recognized on the consolidated balance sheets for the years ended March 31, 2015 and 2014, were as follows: a. Overview of asset retirement obligations Asset retirement obligations are recognized for obligations of restoring leased buildings, such as branch premises, to their original state, based on the real estate lease contracts and asbestos removal costs. b. Calculation of asset retirement obligations Asset retirement obligations are calculated based on the estimated available periods of 16 to 31 years depending on the expected useful lives of buildings using discount rates from 1.604% to 2.324%. c. The changes in asset retirement obligations for the years ended March 31, 2015 and 2014, were as follows: Thousands of U.S. Dollars Millions of Yen 2015 Balance at beginning of year Increase due to acquisition of tangible assets Reconciliation associated with passage of time Decrease due to execution of asset retirement obligations Other Balance at end of year 2014 2015 ¥614 ¥645 $5,109 21 9 174 11 11 91 (14) (5) ¥626 (42) (8) ¥614 (116) (41) $ 5,209 17. Equity Japanese banks are subject to the Banking Law and to the Companies Act. The significant provisions in the Companies Act and the Banking Law that affect financial and accounting matters are summarized below: a. Dividends Under the Companies Act, companies can pay dividends at any time during the fiscal year in addition to the year-end dividend upon resolution at the general meeting of stockholders. For companies that meet certain criteria such as (1) having a Board of Directors, (2) having independent auditors, (3) having an Audit & Supervisory Board, and (4) the term of service of the directors being prescribed as one year rather than two years of normal term by its articles of incorporation, the Board of Directors may declare dividends (except for dividends-in-kind) at any time during the fiscal year if the company has prescribed so in its articles of incorporation. The Bank meets all the above criteria. The Companies Act permits companies to distribute dividends-in-kind (noncash assets) to stockholders subject to certain limitations and additional requirements. Semiannual interim dividends may also be paid once a year upon resolution by the Board of Directors if the articles of incorporation of the company so stipulate. The Bank can do so because it stipulates this in its articles of incorporation. The Companies Act provides certain limitations on the amounts available for dividends or the purchase of treasury stock. The limitation is defined as the amount available for distribution to the stockholders, but the amount of net assets after dividends must be maintained at no less than ¥3 million. b. Increases/Decreases and Transfer of Common Stock, Reserve and Surplus The Banking Law requires that an amount equal to 20% of dividends must be appropriated as a legal reserve (a component of retained earnings) or as additional paid-in capital (a component of capital surplus) depending on the equity account charged upon the payment of such dividends until the total of the aggregate amount of the legal reserve and additional paid-in capital equals 100% of stated capital. Under the Companies Act and the Banking Law, the aggregate amount of additional paid-in capital and the legal reserve that exceeds 100% of the stated capital may be made available for dividends by resolution of the stockholders after transferring such excess to retained earnings in accordance with the Companies Act. Under the Companies Act, the total amount of additional paid-in capital and the legal reserve may be reversed without limitation. The Companies Act also provides that stated capital, legal reserve, additional paid-in capital, other capital surplus, and retained earnings can be transferred among the accounts under certain conditions upon resolution of the stockholders. c. Treasury Stock and Treasury Stock Acquisition Rights The Companies Act also provides for companies to purchase treasury stock and dispose of such treasury stock by resolution of the Board of Directors. The amount of treasury stock purchased cannot exceed the amount available for distribution to the stockholders which is determined by a specific formula. Under the Companies Act, stock acquisition rights are presented as a separate component of equity. The Companies Act also provides 25 that companies can purchase both treasury stock acquisition rights and treasury stock. Such treasury stock acquisition rights are presented as a separate component of equity or deducted directly from stock acquisition rights. 18. Stock Options Expenses related to stock options in the amount of ¥130 million ($1,081 thousand) and ¥133 million are recorded under general and administrative expenses for the years ended March 31, 2015 and 2014, respectively. The stock options outstanding as of March 31, 2015, are as follows: Nature and extent of stock options: 2009 Stock 2010 Stock 2011 Stock 2012 Stock 2013 Stock 2014 Stock Option Option Option Option Option Option 13 directors (excluding direc15 directors outside tors) and 4 of the Bank Persons 16 directors 16 directors 16 directors 16 directors (excluding executive ofgranted of the Bank of the Bank of the Bank of the Bank outside direc- ficers (excluding tors) executive directors) of the Bank Number of 281,800 498,900 296,800 245,800 357,500 498,900 stock shares of shares of shares of shares of shares of shares of common common common common options common common stock of stock of stock of stock of by type stock of stock of of share* the Bank the Bank the Bank the Bank the Bank the Bank Date of August 3, August 2, August 1, July 27, 2012 July 29, 2013 August 1, 2014 grant 2009 2010 2011 Vesting Not defined Not defined Not defined Not defined Not defined Not defined conditions Eligible service Not defined Not defined Not defined Not defined Not defined Not defined period From August From August From August August July 28, From July 30, From Exercise 4, 2009 to 3, 2010 to 2, 2011 to From 2, 2014 to 2012 to 2013 to period August 3, August 2, August 1, July 27, 2037 July 29, 2038 August 1, 2034 2035 2036 2039 *Number of stock options is converted into number of shares. Stock option activity is as follows: 171,500 237,700 375,000 418,200 296,800 245,800 17,900 20,900 29,200 50,800 36,500 153,600 216,800 345,800 367,400 260,300 2009 Stock 2010 Stock 2011 Stock 2012 Stock 2013 Stock 2014 Stock Option Option Option Option Option Option Exercise price ¥1 ¥1 ¥1 ¥1 ¥1 ¥1 ($0.00) ($0.00) ($0.00) ($0.00) ($0.00) ($0.00) Average stock ¥540 ¥540 ¥540 ¥540 ¥540 price at the time ($4.49) ($4.49) ($4.49) ($4.49) ($4.49) of exercise Fair value at ¥523 ¥415 ¥317 ¥275 ¥444 ¥527 the date of ($4.35) ($3.45) ($2.63) ($2.28) ($3.69) ($4.38) grant The estimation method of the fair value of the 2014 Stock Option granted in the year ended March 31, 2015, is as follows: (1)The valuation technique used is the Black-Scholes optionpricing model. (2)Major assumptions are as follows: Stock price volatility (see Note 1 below) Expected remaining service period (see Note 2 below) Expected cash dividend (see Note 3 below) Risk-free interest rate (see Note 4 below) 4 years and 2 months ¥7.5 per share 0.125% (Notes) 1.Stock price volatility is computed based on past stock prices during the period from May 2010 to August 2014 corresponding to the expected remaining period. 2.The expected remaining service period is estimated by deducting the current service period and age from the presumed remaining service period calculated from average terms of office and retirement ages of the directors who retired within the past 10 years. 3.Actual cash dividends for the year ended March 31, 2014. 4.Risk-free interest rate refers to yields of Japanese government bonds corresponding to the expected remaining period. The estimation method of the number of stock options to be vested: The Bank uses the method to reflect the actual forfeited options, since it is difficult to estimate the number of stock options to be forfeited in the future on a reasonable basis. 245,800 Other operating income for the years ended March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 Gain on sales and redemption of bonds and other securities Lease receipts Other Total ¥ 1,533 7,282 2,926 ¥11,742 ¥1,188 7,718 3,047 ¥11,954 Thousands of U.S. Dollars 2015 $12,756 60,597 24,348 $97,711 20. Other Income 17,900 17,900 20,900 20,900 29,200 29,200 50,800 50,800 36,500 36,500 Other income for the years ended March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 Gains on sales of stocks and other securities Gains on sales of tangible fixed assets Other Total 26 33.174% 19. Other Operating Income 2009 Stock 2010 Stock 2011 Stock 2012 Stock 2013 Stock 2014 Stock Option Option Option Option Option Option (Shares) Non-vested March 31, 2014 —Outstanding Granted Forfeited Vested March 31, 2015 —Outstanding Vested March 31, 2014 —Outstanding Vested Exercised Forfeited March 31, 2015 —Outstanding Unit price information is as follows: ¥1,082 61 1,297 ¥2,441 ¥826 47 1,513 ¥2,388 Thousands of U.S. Dollars 2015 $ 9,003 507 10,793 $20,312 21. Other Operating Expenses Other operating expenses for the years ended March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 Losses on sales, redemption and devaluation of bonds and other securities Lease costs Other Total ¥1,702 6,542 1,089 ¥9,334 ¥3,574 6,956 954 ¥11,485 Thousands of U.S. Dollars 2015 $14,163 54,439 9,062 $77,673 22. Other Expenses Other expenses for the years ended March 31, 2015 and 2014, consisted of the following: Millions of Yen 2015 2014 Bad debt losses Losses on dispositions of money held in trust Losses on sales of loans Losses on impairments and disposals of fixed assets Provision for reserve for reimbursement of deposits Other Total Thousands of U.S. Dollars 2015 ¥ 36 ¥68 $ 299 466 118 895 3,877 466 179 3,877 202 497 ¥1,669 197 697 ¥2,157 1,680 4,135 $13,888 A reconciliation between the normal effective statutory tax rate and the actual effective tax rate reflected in the accompanying consolidated statement of income for the years ended March 31, 2015 and 2014, was as follows: Normal effective statutory tax rate Expenses not deductible for income tax purposes Nontaxable dividend income Inhabitants taxes Valuation allowance Reduction of deferred tax assets due to tax rate changes Other—net Actual effective tax rate 2015 2014 35.5% 0.3 (2.7) 0.2 2.6 7.8 0.2 43.9% 37.9% 0.3 (2.6) 0.2 4.4 2.4 (0.4) 42.2% Adjustments of Deferred Tax Assets and Liabilities Due to a Change in the Corporate Income Tax Rate, Etc. “Partial Amendments to Income Tax Act, etc.” (Act No. 9, 2015) enacted on March 31, 2015, has reduced corporate income tax rates, etc., from the year beginning on or after April 1, 2015. As a result, the normal effective statutory tax rate to be used in computing deferred tax assets and liabilities has been reduced from 35.5% to 33.0% for the temporary differences expected to be eliminated in the year beginning on April 1, 2015, 32.2% for those expected to be eliminated in the year beginning on April 1, 2016 and 32.0% for those expected to be eliminated in the years beginning on and after April 1, 2017. As a result, deferred tax assets and deferred tax liabilities decreased by ¥114 million ($948 thousand) and ¥3,978 million ($33,103 thousand), respectively, and unrealized gains on available-for-sale securities and income taxes—deferred increased by ¥6,517 million ($54,231 thousand) and ¥2,553 million ($21,244 thousand), respectively. 24. Other Comprehensive Income The components of other comprehensive income for the years ended March 31, 2015 and 2014, were as follows: 23. Income Taxes The Companies are subject to Japanese national and local income taxes which, in the aggregate, resulted in normal effective statutory tax rates of approximately 35.5% and 37.9% for the years ended March 31, 2015 and 2014, respectively. The tax effects of significant temporary differences which resulted in deferred tax assets and liabilities as of March 31, 2015 and 2014, were as follows: Millions of Yen 2015 2014 Thousands of U.S. Dollars 2015 Deferred tax assets: ¥ 24,464 ¥29,714 $ 203,578 Reserve for possible loan losses Liability for employees’ retirement benefits 8,916 13,240 74,194 Fixed assets (depreciation) 5,771 5,656 48,023 Losses on devaluation of stocks 2,241 2,304 18,648 and other securities Other 6,340 7,087 52,758 Less valuation allowance (18,521) (19,527) (154,123) Total 29,212 38,477 243,088 Deferred tax liabilities: Unrealized gains on available-for63,279 41,348 526,579 sale securities Fixed assets (deferred gain on sales 343 390 2,854 and replacements) Other 11 9 91 Total 63,634 41,748 529,533 Net deferred tax liabilities ¥(34,421) ¥ (3,271) $(286,435) Millions of Yen 2015 2014 Thousands of U.S. Dollars 2015 Unrealized gains on available-for-sale securities: Gain arising during the year ¥ 81,950 ¥25,974 $ 681,950 Reclassification adjustment to profit or loss (952) 1,952 (7,922) Amount before income tax effect 80,998 27,926 674,028 Income tax effect (21,931) (9,072) (182,499) Total ¥ 59,066 ¥18,853 $ 491,520 Deferred gains (losses) on derivatives under hedge accounting: Loss arising during the year ¥ (626) ¥(65) $ (5,209) Reclassification adjustment to profit or loss 399 204 3,320 Amount before income tax effect (227) 139 (1,888) Income tax effect 60 (49) 499 Total ¥ (167) ¥90 $ (1,389) Defined retirement benefit plans: Gain arising during the year ¥ 2,350 $ 19,555 Reclassification adjustment to profit or loss 1,036 8,621 Amount before income tax effect 3,387 28,185 Income tax effect (1,275) (10,609) Total ¥ 2,112 $ 17,575 Total other comprehensive income ¥61,011 ¥18,943 $ 507,705 27 25. Leases Finance Leases a. Lessee The Companies lease certain machinery, computer equipment, and other assets including software. b. Lessor A subsidiary leases certain equipment and other assets to various customers. The net investments in leases as of March 31, 2015 and 2014, are summarized as follows: Thousands of U.S. Dollars 2015 Millions of Yen 2015 2014 Gross lease receivables Estimated residual values Unearned interest income Investments in leases ¥16,799 ¥17,612 $139,793 976 1,039 8,121 (1,923) (2,073) (16,002) ¥15,851 ¥16,577 $131,904 Maturities of lease receivables for finance leases that are deemed not to transfer ownership of the leased property to the lessee as of March 31, 2015, are as follows: Year Ending March 31 Millions of Yen 2016 2017 2018 Total Thousands of U.S. Dollars ¥10 10 8 ¥30 $83 83 66 $249 Maturities of investment in leases for finance leases that are deemed not to transfer ownership of the leased property to the lessee as of March 31, 2015, are as follows: Year Ending March 31 2016 2017 2018 2019 2020 2021 and thereafter Total Millions of Yen Thousands of U.S. Dollars ¥5,782 4,478 3,140 2,012 915 468 ¥16,799 $48,115 37,263 26,129 16,742 7,614 3,894 $139,793 Operating Leases As of March 31, 2015 and 2014, future lease payment receivables including interest receivables under noncancelable operating leases were as follows: Future Lease Payment Receivables Thousands of U.S. Dollars 2015 Millions of Yen 2015 2014 Due within one year Due after one year Total ¥5 1 ¥6 ¥3 ¥3 $41 8 $49 26. Financial Instruments And Related Disclosures (1) Group Policy for Financial Instruments The Companies provide financial services such as credit card business and leasing operations in addition to banking operations. In the course of these operations, the Companies raise funds principally through deposit taking and invest funds in loans, securities, and others. As such, the Bank holds financial assets and liabilities which are subject to fluctuation in interest rates and conducts comprehensive Asset and Liability Management (“ALM”) to avoid unfavorable effects from interest rate fluctuations. Derivatives are also employed by the Bank as part of ALM. (2) Nature and Extent of Risks Arising from Financial Instruments Financial assets held by the Companies mainly consist of loans to 28 domestic corporations, local government agencies, and individual customers which are exposed to credit risk that the Companies may suffer from losses resulting from nonperformance of borrowers and interest rate risk that the Companies may suffer from losses resulting from fluctuations in interest rates. Securities, mainly debt securities, equity securities, and investment trusts are held to maturity and for other purposes and also certain debt securities are held for the purpose of selling to customers. These securities are exposed to credit risk of issuers and market risks of fluctuations in interest rates and market prices. In addition, they are exposed to market liquidity risk that the Companies may suffer from losses resulting from difficulties in executing financial transactions in certain environments such as market turmoil. Financial liabilities, mainly consisting of liquid deposits or time deposits taken from corporate and individual customers, are exposed to cash flow risk that the Bank may experience a situation where unexpected cash flows are incurred in certain environments where the credit rating of the Bank may be lowered and, accordingly, necessary funding may become difficult. Foreign currency denominated assets and liabilities are exposed to foreign exchange risk that the Bank may suffer from losses resulting from fluctuations in foreign exchange rates. Derivatives mainly include interest rate swaps and bond futures, which are used to manage exposure to market risks from changes in interest rates of loans and investment securities, and foreign exchange forward contracts, which are used to hedge foreign exchange risk associated with foreign currency-denominated assets and liabilities. Hedge accounting is applied to certain hedging activities related to loans and investment securities as hedged items. (3) Risk Management for Financial Instruments Credit risk management The Bank has established the “Credit Risk Control Policy” as a basic policy for credit risk management and various rules concerning credit risk management. Based on these policies and rules, the Companies clarify fundamental approaches to secure the soundness of assets and control procedures for identifying, monitoring, and controlling credit risk. Additionally, the Bank utilizes the “Credit Rating System” applied to counterparties granted with credit from the viewpoint of identifying credit risk objectively and enhancing credit risk control. In addition, as an organization responsible for credit risk management, credit risk control functions and review functions have been established to secure the effectiveness of credit risk management. The Risk Management Division, as a credit risk control function, is engaged in identifying the level of future possible credit risk and the status of credit concentration in major borrowers through measurement of the level of credit risk and analysis of credit portfolios. The Credit Supervision Division, as a review control function, is engaged in reviewing lending operations based on strict examination standards, system development for strengthening the daily control of loan receivables, and appropriate maintenance of operational procedures. Market risk management a. Market Risk Management System The Bank has established the “Market Risk Control Policy” as a basic policy for market risk management and various rules concerning market risk management. Based on these policies and rules, the Bank clarifies fundamental approaches for appropriate market risk control operations and control procedures for identifying, monitoring and controlling market risk. As an organization responsible for market risk management, a market risk control function (middle office) has been established and furthermore, an operating function (front office) and an administration function (back office) have been separated. Additionally, market risk control function staff are assigned to the operating function to secure the effectiveness of market risk management. The Risk Management Division, as a market risk control function, measures the level of market risk of the Bank as a whole using Value-at-Risk (“VaR”) approach models and other models and regularly monitors the compliance status with position limits and loss limits established according to the type and characteristics of transactions to control the level of market risk within a certain range. In addition, an ALM and Income Control Committee were established for the purpose of studying flexible investment strategies in order to prevent risks resulting from fluctuations in interest rates and market prices, while forecasting future interest rates, market prices, and trends of fund and business conditions. The committee is also responsible for securing the soundness of management and also improving profitability at the same time based on appropriate asset and liability management through the unification of risk management and earnings control. b. Quantitative Information about Market Risk The Bank adopts the variance-covariance method (holding period: 125 business days for strategic equity securities and 60 business days for others, confidence interval: 99.0%, observation period: 250 business days) in computing the VaR with respect to securities, Japanese yen deposits and loans, and Japanese yen money market funds. The volume of market risk (estimated losses) that the Bank is exposed to as of March 31, 2015, amounts to ¥72,897 million ($606,615 thousand) (¥91,671 million in 2014) as a whole. However, the risk under certain abnormal market fluctuations may not be captured, since under the VaR method, the market risk volume under a definite probability of incidence statistically computed is measured based on historical market fluctuations. The Bank implements back testing to compare the VaR computed by the model with actual profit and loss in the securities and confirms that the measurement model in use captures the market risk with sufficient precision. Liquidity risk management The Bank has established the “Liquidity Risk Control Policy” as a basic policy for liquidity risk management and various rules concerning liquidity risk management. Based on these policies and rules, the Bank clarifies fundamental approaches for stable funding operations and control procedures for identifying, monitoring and controlling liquidity risk. In addition, the Bank has established the “Contingency Plan for Liquidity” to enable it to make quick and correct responses to unexpected events. Furthermore, as an organization responsible for liquidity risk management, the liquidity risk control function has been established and a cash management function and a settlement control function have been established to control daily cash management and settlement related to cash and securities. The Risk Management Division, as a liquidity risk control function, manages the liquidity risk of the Bank as a whole by identifying, monitoring and controlling liquidity risk. The Treasury Administration and International Division, as a cash management control function and settlement control function, prepares daily or monthly cash flow projections and conducts cash management by identifying possible funds and liquidity of assets and verifying the concentration of settlement of major account funds to a certain date. The Division also controls settlement by identifying the status of settlement through systems such as the BOJ-NET and among financial institutions. Risk management system of subsidiaries The subsidiaries have a risk management system similar to that of the Bank. (4) Supplementary Explanation about Fair Values of Financial Instruments The fair values of financial instruments include, in addition to the value determined based on market prices, valuations calculated on a reasonable basis if no market prices are available. Since certain assumptions are used in calculating the value, the outcome of such calculation may vary if different assumptions are used. (5) Fair Values of Financial Instruments The carrying amount, the fair value, and their related differences as of March 31, 2015 and 2014, are disclosed below. Note that unlisted equity securities for which fair value is extremely difficult to identify are not included in the following table (see Note 2 below) and insignificant accounts in terms of the carrying amount are omitted: Millions of Yen Carrying Amount March 31, 2015 (1) Cash and due from banks ¥514,617 (2) Investment securities 3,693,783 Held-to-maturity securities 13,502 Available-for-sale securities 3,680,280 (3) Loans and bills discounted 4,219,621 Reserve for possible loan (80,667) losses* 4,138,953 Total assets ¥8,347,354 (1) Deposits ¥7,849,299 (2) Call money and bills sold 67,054 Total liabilities ¥7,916,354 Fair Value Difference ¥514,617 3,693,819 13,538 3,680,280 ¥35 35 4,183,272 ¥8,391,708 ¥7,849,909 67,054 ¥7,916,964 44,318 ¥44,353 ¥610 ¥610 Millions of Yen Carrying Amount March 31, 2014 (1) Cash and due from banks ¥507,353 (2) Call loans and bills bought 161,091 (3) Investment securities 3,726,567 Held-to-maturity securities 13,509 Available-for-sale securities 3,713,058 (4) Loans and bills discounted 3,998,209 Reserve for possible loan (88,984) losses* 3,909,225 Total assets ¥8,304,237 (1) Deposits ¥7,871,879 Total liabilities ¥7,871,879 Fair Value Difference ¥ 507,353 161,091 3,726,603 13,544 3,713,058 3,949,457 ¥8,344,505 ¥7,872,910 ¥7,872,910 ¥35 35 40,232 ¥40,268 ¥1,031 ¥1,031 Thousands of U.S. Dollars Carrying Amount Fair Value Difference March 31, 2015 (1) Cash and due from banks $4,282,408 $4,282,408 (2) Investment securities 30,737,979 30,738,279 $291 Held-to-maturity securities 112,357 112,657 291 Available-for-sale securities 30,625,613 30,625,613 (3) Loans and bills discounted 35,113,763 Reserve for possible loan (671,274) losses* 34,442,481 34,811,284 368,794 Total assets $69,462,877 $69,831,971 $369,085 (1) Deposits $65,318,290 $65,323,366 $5,076 (2) Call money and bills sold 557,992 557,992 Total liabilities $65,876,291 $65,881,368 $5,076 *General and specific reserves for possible loan losses corresponding to loans and bills discounted are deducted. Notes: 1. Calculation method for the fair value of financial instruments Assets: (1) Cash and due from banks For due from banks, the carrying amount is presented as the fair value since the fair value approximates the carrying amount. (2) Investment securities The fair values of equity securities and debt securities are determined using the quoted price of the stock exchange, Japan Securities Dealers Association, or the price calculated by financial institutions. The fair value of investment trust is determined using the published standard quotation or the standard quotation offered by the securities investment advisors. With respect to privately placed guaranteed bonds, the fair value is determined using the future cash flows (coupons, redemption of principal, guarantee fees) discounted at an interest rate considering the market interest rates and issuers’ credit risk. 29 (3) Loans and bills discounted With respect to loans with floating interest rates, the carrying amount is presented as the fair value since the fair value approximates the carrying amount as they reflect the market interest rates over a short period, unless the creditworthiness of the borrower has changed significantly since the loan origination. With respect to loans with fixed interest rates, for each category of loans based on the type of loan, internal ratings, and maturity length, the fair value is determined based on the present value of expected cash flows of aggregated principal and interest discounted at a rate which is the rate assumed if a new loan were made, or market interest rate, which is adjusted by the standard spread (including overhead ratio) by credit rating. The carrying amount is presented as the fair value if the maturity is within a short time period (less than one year) and the fair value approximates the carrying amount. For receivables from “legally bankrupt,” “virtually bankrupt,” and “possibly bankrupt” borrowers, possible loan losses are estimated based on the DCF method or factors such as the expected amounts to be collected from collateral and guarantees. Since the fair value of these items approximates the carrying amount, net of the currently expected loan losses, such carrying amount is presented as the fair value. For loans for which the repayment due date is not defined because of the characteristics that the loan amount is limited within the pledged assets, the carrying amount is presented as the fair value since the fair value is assumed to approximate the carrying amount considering the expected repayment schedule and terms on the interest rates. Liabilities: (1) Deposits Regarding demand deposits, the amount payable as of the balance sheet date (i.e., the carrying amount) is considered to be the fair value. Time deposits and negotiable certificates of deposit are grouped by maturity length, and the fair value is determined using the present value of the aggregate amounts of principal and interest discounted at an interest rate that would be applied to newly accepted deposits. For deposits with maturities within a short time period (less than one year) and whose fair value approximates the carrying amount, the carrying amount is presented as the fair value. (2) Call money and bills sold For call money and bills sold, the carrying amount is presented as the fair value since the fair value approximates the carrying amount. 2. The financial instruments whose fair value is extremely difficult to identify are as follows. These items are not included in (2) “Available-for-sale securities” under “Assets” in the aforementioned table of fair value information of financial instruments. Category Unlisted equity securities*1,*2 Capital subscription in investment business partnerships*3 Total Carrying Amount Thousands of Millions of Yen U.S. Dollars 2015 2014 2015 ¥1,997 ¥2,012 $16,618 1,789 ¥3,787 1,764 ¥3,776 14,887 $31,513 *1 Unlisted equity securities are not treated as instruments whose fair value is required to be disclosed since there is no market price and it is extremely difficult to identify the fair value. *2 Impairment losses in the amount of ¥10 million ($83 thousand) and ¥2 million were recognized for unlisted equity securities for the years ended March 31, 2015 and 2014, respectively. *3 Capital subscription in investment business partnerships, whose assets (i.e., unlisted equity securities) consist of those whose fair values are extremely difficult to identify, is not treated as instruments whose fair value is required to be disclosed. 3. Maturity analysis for financial assets and securities with contractual maturities as of March 31, 2015 Millions of Yen Due in 1 Year or Less Due from banks Investment securities Held-to-maturity securities National government bonds Local government bonds Available-for-sale securities with contractual maturities National government bonds Local government bonds Corporate bonds Other Loans and bills discounted* Total 30 Due after 1 Year through 3 Years Due after 3 Years through 5 Years Due after 5 Years through 7 Years Due after 7 Years through 10 Years Due after 10 Years ¥466,920 664,080 2,300 500 1,800 ¥942,708 5,100 3,900 1,200 ¥954,416 6,100 4,400 1,700 ¥529,483 ¥273,113 ¥12,368 661,780 937,608 948,316 529,483 273,113 12,368 458,300 14,116 159,250 30,113 1,118,030 ¥2,249,031 591,100 5,186 188,920 152,402 834,682 ¥1,777,391 526,100 346,050 8,000 170,036 5,397 368,959 ¥898,443 43,000 46,300 124,821 58,992 372,537 ¥645,650 12,368 681,822 ¥694,190 285,488 136,727 660,229 ¥1,614,645 Thousands of U.S. Dollars Due from banks Investment securities Held-to-maturity securities National government bonds Local government bonds Available-for-sale securities with contractual maturities National government bonds Local government bonds Corporate bonds Other Loans and bills discounted* Total Due in 1 Year or Less Due after 1 Year through 3 Years Due after 3 Years through 5 Years $3,885,495 5,526,171 19,139 4,160 14,978 $7,844,786 42,439 32,454 9,985 $7,942,215 50,761 36,614 14,146 5,507,031 3,813,763 117,466 1,325,205 250,586 9,303,736 $18,715,411 7,802,346 4,918,864 43,155 1,572,106 1,268,220 6,945,843 $14,790,638 7,891,453 4,377,964 2,375,701 1,137,779 5,494,124 $13,436,340 Due after 5 Years through 7 Years Due after 7 Years through 10 Years Due after 10 Years $4,406,116 $2,272,721 $102,920 4,406,116 2,879,670 66,572 1,414,962 44,911 3,070,308 $7,476,433 2,272,721 357,826 385,287 1,038,703 490,904 3,100,083 $5,372,805 102,920 102,920 5,673,812 $5,776,732 * Of loans and bills discounted, the portion whose timing of collection is unforeseeable, such as loans to “Legally bankrupt” borrowers, loans to “Virtually bankrupt” borrowers, and loans to “Possibly bankrupt” borrowers, amounting to ¥92,583 million ($770,433 thousand) are not included in the above table. Loans that do not have a contractual maturity, amounting to ¥90,776 million ($755,396 thousand), are not included either. 4. Repayment schedule of bonds, borrowed money, and other interest-bearing liabilities subsequent to March 31, 2015 Millions of Yen Due in 1 Year or Less Deposits* Call money and bills sold ¥7,373,654 67,054 Due after 1 Year through 3 Years ¥410,859 Due after 3 Years through 5 Years Due after 5 Years through 7 Years Due after 7 Years through 10 Years Due after 10 Years Due after 7 Years through 10 Years Due after 10 Years ¥64,785 Thousands of U.S. Dollars Due in 1 Year or Less Deposits* Call money and bills sold $61,360,189 557,992 Due after 1 Year through 3 Years $3,418,981 Due after 3 Years through 5 Years Due after 5 Years through 7 Years $539,111 * Demand deposits included in deposits are presented under “Due in 1 year or less.” 27. Derivatives It is the Bank’s policy to use derivatives primarily for the purpose of reducing market risks associated with its assets and liabilities. The Bank also utilizes derivatives to meet the needs of its clients while entering into derivatives as a part of its trading activities. The Bank enters into interest rate swaps and interest rate swaptions as a means of hedging its interest rate risk on certain loans and investment securities while entering into interest rate swaps and interest rate swaptions to meet the needs of its clients. The Bank also enters into currency swaps, foreign exchange forward contracts, and currency options to hedge foreign exchange risk associated with its assets and liabilities denominated in foreign currencies and to meet the needs of its clients. Derivatives are subject to market risk and credit risk. Market risk is the exposure created by potential fluctuations of market conditions, including interest or foreign exchange rates. Credit risk is the possibility that a loss may result from a counterparty’s failure to perform its obligations under a contract. The Bank sets limits to credit risk on those derivatives by limiting the counterparties to major financial institutions and securities companies and establishing maximum risk exposures to the counterparties. The Bank has established a standard of risk management including management approaches for each type of risk. Derivative transactions entered into by the Bank have been made in accordance with internal policies which regulate trading activities and credit risk management including maximum risk exposures and loss-cutting rules. Concerning risk management associated with derivative transactions, the front and back offices of the trading divisions are clearly separated and risk managers are assigned to the trading divisions, while the Risk Management Division synthetically manages the Bank’s market risks. In this manner, an internal control system is effectively secured. The Bank’s positions, gain and loss, risk amount, and other conditions are periodically reported to the executive committee. 31 The Bank has the following derivatives contracts outstanding as of March 31, 2015 and 2014: Derivative Transactions to Which Hedge Accounting Is Not Applied With respect to derivatives to which hedge accounting is not applied, contract or notional amount, fair value, and unrealized gains/losses, and the calculation method of fair value are as shown below. Note that the contract or notional amounts of the derivatives which are shown in the table do not represent the amounts of the Bank’s exposure to credit or market risk. Millions of Yen 2015 Contract or Notional Amount Total Interest rate-related over-thecounter (“OTC”) transactions: Interest rate swaps: Floating rate receipt/ ¥10,918 fixed rate payment Floating rate payment/ 10,350 fixed rate receipt Interest rate swaption: Selling 1,900 Buying 1,900 Currency-related OTC transactions: 30,200 Currency swaps Foreign exchange forward contracts: 165,531 Selling Buying 3,351 Currency option: Selling 6,617 Buying 6,617 Due after One Year ¥4,202 Fair Value ¥(15) Unrealized Gains/ Losses ¥(15) 3,750 30,200 4,997 4,997 2014 Contract or Notional Amount Total Due after Fair One Year Value Total ¥8,664 ¥(16) ¥(16) 14,040 7,750 (2) (2) 86,127 (4) 4 (4) 4 15,810 15,810 41 41 (759) 26 (759) 26 1,377,473 27,885 (262) 262 251 (130) 55,063 55,063 (5) 5 4,100 4,100 27 27 29,532 (1,727) (1,727) 38 38 139,468 2,696 94 (13) Fair Value ¥15,269 (5) 5 (224) 224 Due after One Year Unrealized Gains/ Losses Thousands of U.S. Dollars 2015 Contract or Notional Amount 8,792 8,792 28,010 6,359 6,359 $90,854 $34,967 Unrealized Gains/ Losses $(124) $(124) (41) 41 (41) 41 224 224 31,205 251,310 251,310 (14,371) (14,371) 316 316 41,582 41,582 (1,864) 1,864 782 (108) Notes: 1.The above transactions are stated at fair value and unrealized gains (losses) for the years ended March 31, 2015 and 2014, were recognized in the consolidated statement of income. 2.The fair value of interest rate-related OTC transactions is determined using the discounted present value or option-pricing models, and the fair value of currency-related OTC transactions is determined using the discounted present value. Derivative Transactions to Which Hedge Accounting Is Applied With respect to derivatives to which hedge accounting is applied, contract or notional amount, fair value, and the calculation method of fair value are as shown below. Note that the contract or notional amounts of the derivatives which are shown in the table do not represent the amounts of the Bank’s exposure to market risk. At March 31, 2015 Hedge Accounting Method Normal method Special matching criteria Type of Derivatives Interest rate swaps– Floating rate receipt/ fixed rate payment Interest rate swaps– Floating rate receipt/ fixed rate payment Major Hedged Item Loans and investment securities Loans Millions of Yen Contract or Notional Amount Due after One Total Year ¥224,492 ¥221,036 ¥(689) 105,803 87,644 (1,543) ¥(2,233) Total At March 31, 2014 Hedge Accounting Method Normal method Special matching criteria Total 32 Type of Derivatives Interest rate swaps– Floating rate receipt/ fixed rate payment Interest rate swaps– Floating rate receipt/ fixed rate payment Major Hedged Item Fair Value Millions of Yen Contract or Notional Amount Due after One Total Year Fair Value Loans ¥ 22,549 ¥18,843 ¥ (394) Loans 132,930 96,422 (1,814) ¥(2,209) At March 31, 2015 Hedge Accounting Method Type of Derivatives Normal method Interest rate swaps– Floating rate receipt/ fixed rate payment Interest rate swaps– Floating rate receipt/ fixed rate payment Special matching criteria Major Hedged Item Loans and investment securities Loans Thousands of U.S. Dollars Contract or Notional Amount Due after One Fair Value Total Year $1,868,120 $1,839,360 $(5,733) 880,444 729,333 (12,840) $(18,582) Total Notes: 1.These are principally accounted for under the deferral hedge method in accordance with JICPA Industry Audit Committee Report No. 24, “Treatment of Accounting and Auditing of Application of Accounting Standard for Financial Instruments in the Banking Industry.” 2.Fair value is determined using the discounted present value. 28. Related-Party Transactions Related-party transactions for the years ended March 31, 2015 and 2014, were as follows: a. Transactions between the Bank and Its Related Parties Transactions for the Year*4 Millions of Yen Account Classification *3 Related Party Department Store Fujisaki Co., Ltd. Fuji Styling Co., Ltd. *1 *1 Fujisaki Agency Co., Ltd. *1 Medical Corp. Shoukeikai *1 *5 Mr. Junichi Matsuoka *2 Mr. Minokichi Akaizawa *2 2015 Loans and bills discounted ¥5,007 Customers’ liabilities for acceptances and guarantees 200 Loans and bills discounted 245 Customers’ liabilities for acceptances and guarantees 700 Loans and bills discounted Loans and bills discounted Loans and bills discounted 57 2014 ¥4,496 Thousands of U.S. Dollars 2015 Balance at End of Year Millions of Yen 2015 $ 41,665 ¥5,404 Thousands of U.S. Dollars 2014 2015 ¥5,917 $44,969 200 262 1,664 2,038 200 240 200 250 1,664 1,997 700 21 11 63 5,825 700 5,825 474 54 700 21 10 60 449 Notes:*1Company whose voting rights are majority owned by a director or his close relatives (including subsidiaries of such company). *2 Mr. Junichi Matsuoka and Mr. Minokichi Akaizawa are close relatives of directors. *3 Terms are substantially the same as for similar transactions with third parties. *4 Amounts of transactions were reported at the average balance for the period. *5 The director, who was regarded as a related party, retired from his position as director of the Bank due to the expiration of the term of office on June 27, 2013. Accordingly, transactions through that date and balance as of that date are reported in the above table. b. Transactions between a Consolidated Subsidiary and Its Related Party Transactions for the Year Millions of Yen Thousands of U.S. Dollars Balance at End of Year Millions of Yen Account Classification *2 2015 2014 2015 2015 2014 Fees and commissions ¥20 ¥19 $166 Other assets 5 41 ¥30 Lease receivables and Akaizawa Co., Ltd. *¹ investments in leases 4 3 33 11 ¥15 Notes:*1Company whose voting rights are majority owned by a director or his close relatives (including subsidiaries of such company). *2 Terms are substantially the same as for similar transactions with third parties. Related Party Department Store Fujisaki Co., Ltd. *¹ Fuji Styling Co., Ltd. *¹ Thousands of U.S. Dollars 2015 $249 91 33 29. Segment Information For the Year Ended March 31, 2015 (1) Description of Reportable Segments The Companies are principally engaged in the banking business and also leasing business and other financial services. The reportable segments of the Bank are the segments about which separate financial information is available, and are subject to periodic review by the chief operating decision maker to determine the allocation of management resources and assess performance. Since the reportable segment of the Companies consists of only the “Banking” segment and since the “Other” segment is immaterial, the segment information is omitted. (2) Change in the Reportable Segments Effective from the year ended March 31, 2015, the only reportable segment is the “Banking” segment since the “Leasing” segment has become less material in terms of quantity. Since the “Other” segment is immaterial, segment information is omitted from the year ended March 31, 2015. For the Year Ended March 31, 2014 (1) Description of Reportable Segments The reportable segments of the Bank are subject to periodic review by the chief operating decision maker to determine the allocation of management resources and assess performance and from the viewpoint of the nature of its major financial instruments and services. The Bank is composed of the operating segments of “Banking” and “Leasing” activities as the reportable segments. The “Banking” segment provides customers with banking operations including deposit taking, lending, and exchange businesses as well as scrutinizing of cash as a banking related service. The “Leasing” segment provides customers with leasing business. Financial segment information is for those segments about which separate financial information is available. (2) Methods of Measurement of Sales, Profit (Loss), Assets, and Other Items for Each Reportable Segment Accounting policies adopted by the reportable segments are almost the same as those described in Note 2, “Summary of Significant Accounting Policies.” Segment profit of the reportable segments is based on the figures of ordinary profit, and intersegment income is based on an arm’s length transaction basis. (3) Reportable Segment Information concerning Income, Profit (Loss), Assets, and Other Items Millions of Yen 2014 Reportable Segments Ordinary income: External customers Intersegment income Total Segment profit Segment assets Other information: Depreciation Interest income Interest expense Increase in tangible and intangible fixed assets Banking Leasing Total Other Total ¥96,297 273 ¥96,570 ¥25,710 8,478,458 ¥9,379 765 ¥10,144 ¥1,125 22,769 ¥105,676 1,039 ¥106,715 ¥26,835 8,501,228 ¥3,384 1,596 ¥4,980 ¥2,144 22,841 ¥109,060 2,635 ¥111,696 ¥28,980 8,524,069 ¥(2,635) ¥(2,635) ¥(74) (16,863) ¥109,060 ¥28,905 8,507,205 3,631 73,491 3,466 94 6 146 3,725 73,497 3,613 33 300 26 3,759 73,797 3,639 (122) (112) 3,759 73,675 3,526 5,763 100 5,864 11 5,875 Reconciliations Consolidated ¥109,060 5,875 Notes:1. Segment profit is reconciled with ordinary profit. Ordinary profits, ordinary income, and ordinary expenses are defined as follows: “Ordinary profits” means “Ordinary income” less “Ordinary expenses.” “Ordinary income” represents total income less certain special income included in other income in the accompanying consolidated statement of income. “Ordinary expenses” represent total expenses less certain special expenses included in other expenses in the accompanying consolidated statement of income. 2.“Other” is a business segment which does not belong to reportable segments and consists of credit guarantee business, credit card business, etc. 3.“Reconciliations” of segment profit of ¥(74) million, segment assets of ¥(16,863) million, interest income of ¥(122) million, and interest expense of ¥(112) million are eliminations of intersegment transactions. 34 Related Information for the Years Ended March 31, 2015 and 2014 Information by Service Line Millions of Yen 2015 Securities Investment Loan External customers ¥45,497 ¥33,701 Other Lease ¥8,497 Total ¥25,289 ¥112,986 Millions of Yen 2014 Securities Investment Loan External customers ¥46,895 ¥29,596 Other Lease ¥8,942 Total ¥23,626 ¥109,060 Thousands of U.S. Dollars 2015 Loan External customers $378,605 Securities Investment Lease $280,444 $70,708 Other Total $210,443 $940,218 Information about Asset Impairment Losses Information about asset impairment losses for the year ended March 31, 2015, is omitted because the only reportable segment is “Banking” and “Other” is immaterial. Millions of Yen 2014 Reportable Segments Banking Impairment losses Leasing ¥121 Total Other Total ¥121 ¥121 Information about geographical areas is omitted because the Companies conduct banking and other related activities only in Japan and do not have foreign subsidiaries or foreign branches. Information about major customers is not presented because there are no customers having over a 10% share of ordinary income. 30. Net Income Per Share Basic and diluted net income per share (“EPS”) for the years ended March 31, 2015 and 2014, is as follows: Millions of Yen Year Ended March 31, 2015 Basic EPS—Net income attributable to common stockholders Effect of dilutive securities—Stock acquisition rights Diluted EPS—Net income for computation Net Income ¥17,049 Thousands of Shares Weighted-Average Shares 374,204 Yen U.S. Dollars EPS ¥45.56 $0.37 $0.37 1,508 ¥17,049 375,712 ¥45.38 ¥15,059 374,047 ¥40.26 Year Ended March 31, 2014 Basic EPS—Net income attributable to common stockholders Effect of dilutive securities—Stock acquisition rights Diluted EPS—Net income for computation 1,418 ¥15,059 375,465 ¥40.10 (Changes in Accounting Policies) As noted in Note 2.s, effective the year ended March 31, 2015, the Bank applied the provisions prescribed in the main clause of paragraph 35 of the Retirement Benefit Standard and paragraph 67 of the Retirement Benefit Guidance in accordance with the transitional treatment prescribed in paragraph 37 of the Retirement Benefit Standard. As a result, net assets per share as of April 1, 2014, decreased by ¥3.81 ($0.03). The effect on basic and diluted EPS for the year ended March 31, 2015, was immaterial. 35 31. Subsequent Event At the Bank’s general meeting of stockholders held on June 26, 2015, the Bank’s stockholders approved the following appropriations of retained earnings: Thousands of Millions of Yen U.S. Dollars Year-end cash dividends, ¥4.50 ($0.037) per share ¥1,684 $ 14,013 36 l Independent Auditors’ Report 37 l Capital Adequacy Ratios THE 77 BANK, LTD. AND SUBSIDIARIES March 31, 2015 Millions of U.S. Dollars Millions of Yen Consolidated (Domestic standard) 2014 2015 12.51 12.68 (A) ¥387,960 ¥ 373,939 $3,228,426 Risk-adjusted assets: (B) 3,099,926 2,947,961 25,796,172 Capital adequacy ratio (Domestic standard) = (A)/(B) x 100 (%) Capital: Millions of U.S. Dollars Millions of Yen Non-Consolidated (Domestic standard) 2015 2014 2015 12.19 12.33 (A) ¥373,794 ¥ 359,636 $3,110,543 Risk-adjusted assets: (B) 3,065,938 2,916,122 25,513,339 Capital adequacy ratio (Domestic standard) = (A)/(B) x 100 (%) Capital: 38 2015 l Non-Consolidated THE 77 BANK, LTD. March 31, 2015 Balance Sheet (Parent Company) Millions of Yen 2015 2014 Thousands of U.S. Dollars 2015 Assets: Cash and due from banks Call loans and bills bought Debt purchased Trading account securities Money held in trust Investment securities Loans and bills discounted Foreign exchange assets Tangible fixed assets: Buildings Land Lease assets Construction in progress Other tangible fixed assets Intangible fixed assets Customers’ liabilities for acceptances and guarantees Other assets Reserve for possible loan losses Total ¥514,606 20,636 4,561 11,397 84,093 3,683,636 4,227,655 3,328 ¥507,344 161,091 3,003 16,132 59,235 3,716,530 4,007,815 6,639 $ 4,282,316 171,723 37,954 94,840 699,783 30,653,540 35,180,619 27,694 9,166 20,571 376 536 6,323 301 37,650 10,920 (76,044) ¥8,559,715 8,261 20,258 650 929 6,446 328 32,677 15,395 (84,381) ¥8,478,360 76,275 171,182 3,128 4,460 52,617 2,504 313,306 90,871 (632,803) $71,230,049 Liabilities: Deposits Call money Payables under securities lending transaction Borrowed money Foreign exchange liabilities Liability for retirement benefits Reserve for reimbursement of deposits Reserve for contingent losses Acceptances and guarantees Reserve for disaster losses Deferred tax liabilities Other liabilities Total liabilities ¥7,854,938 67,054 39,264 20,474 296 24,865 339 934 37,650 7 37,504 18,515 8,101,845 ¥7,876,482 62,935 33,974 20,432 164 31,238 331 969 32,677 7 7,991 24,664 8,091,869 $65,365,215 557,992 326,737 170,375 2,463 206,915 2,821 7,772 313,306 58 312,091 154,073 67,419,863 Equity: Common stock Capital surplus Retained earnings Treasury stock Total stockholders’ equity Unrealized gains on available-for-sale securities Deferred losses on derivatives under hedge accounting Total valuation adjustments Stock acquisition rights Total equity Total 24,658 7,835 290,249 (4,419) 318,323 139,368 (415) 138,953 593 457,870 ¥8,559,715 24,658 7,835 277,810 (4,476) 305,827 80,390 (248) 80,142 521 386,490 ¥8,478,360 205,192 65,199 2,415,319 (36,772) 2,648,939 1,159,757 (3,453) 1,156,303 4,934 3,810,185 $71,230,049 39 l Non-Consolidated THE 77 BANK, LTD. Year Ended March 31, 2015 Statement of Income (Parent Company) Millions of Yen 2015 2014 Income: Interest income: Interest on loans and discounts Interest on dividends on trading account and investment securities Other Fees and commissions Other operating income Other income Total income ¥45,480 ¥47,046 $378,463 28,233 164 16,273 1,533 10,100 101,785 26,303 134 16,121 1,296 5,983 96,886 234,942 1,364 135,416 12,756 84,047 847,008 Expenses: Interest expense: Interest on deposits Interest on call money Other Fees and commissions Other operating expenses General and administrative expenses Other expenses Total expenses 2,886 313 534 5,956 1,881 58,323 1,611 71,507 3,047 59 401 5,920 3,623 56,142 2,107 71,301 24,015 2,604 4,443 49,563 15,652 485,337 13,406 595,048 Income before income taxes 30,278 25,584 251,959 Income taxes: Current Deferred Total income taxes 4,941 8,459 13,401 6,700 4,137 10,837 41,116 70,391 111,517 ¥16,876 ¥14,747 $140,434 Net income 40 Thousands of U.S. Dollars 2015 l Loan Portfolio Billions of yen Loan Portfolio by Industry Domestic offices (Excluding Japan offshore banking accounts) Manufacturing Agriculture and forestry Fisheries Mining and quarrying of stone and gravel Construction Electricity, gas, heat supply and water Information and communications Transport and postal activities Wholesale and retail trade Finance and insurance Real estate and goods rental and leasing Services, N.E.C. Government, except elsewhere classified Other Japan’s offshore banking accounts Financial institutions Total Millions of U.S. Dollars 2015 2015 ¥4,227 482 5 4 1 146 108 35 93 423 316 684 272 766 885 $35,180 4,013 42 40 8 1,221 906 293 777 3,522 2,633 5,699 2,267 6,379 7,372 — — ¥4,227 $35,180 Billions of yen Loan Portfolio by Industry 2014 Domestic offices (Excluding Japan offshore banking accounts) Manufacturing ¥4,007 476 Japan’s offshore banking accounts Financial institutions Total ¥4,007 Agriculture and forestry Fisheries Mining and quarrying of stone and gravel Construction Electricity, gas, heat supply and water Information and communications Transport and postal activities Wholesale and retail trade Finance and insurance Real estate and goods rental and leasing Services, N.E.C. Government, except elsewhere classified Other 3 4 0 131 98 39 80 400 322 619 256 740 831 — Millions of U.S. Dollars Billions of yen Loans by Collateral Securities Commercial claims Real estate Subtotal Guaranteed Unsecured Total [Subordinated loans] 2015 ¥ 0 28 677 706 1,286 2,234 ¥4,227 [4] 2014 ¥0 29 605 635 1,248 2,123 ¥4,007 [6] 2015 $ 4 233 5,638 5,876 10,708 18,595 $35,180 [35] 41 Billions of yen Reserve for Loan Losses General reserve for loan losses Specific reserve for estimated loan losses on certain doubtful loans Total 42 2015 ¥38 37 ¥76 2014 ¥42 41 ¥84 Millions of U.S. Dollars 2015 $322 309 $632 ANNUAL REPORT2015 Bank Data P ro f i l e The 77 Bank, Ltd., was founded in 1878 as Japan’s 77th national bank. Headquartered in Sendai—the capital of Miyagi Prefecture—the Bank is the largest in the Tohoku region, with a branch network covering the northern part of Honshu, Japan’s largest island. Based on its philosophy, The 77 Bank continues to strengthen its business foundation and enhance its management quality in order to be the “Value-creating bank” that grows together with and is the most trusted by the region. As of March 31, 2015, The 77 Bank had capital of ¥24.7 billion, 141 domestic branches and 2,791 employees. THE 77 BANK, LTD. As of March 31, 2015 Head Office Paid-in Capital 3-20, Chuo 3-chome, Aoba-ku, Sendai, Miyagi 980-8777, Japan Phone: +81-22-267-1111 http://www.77bank.co.jp/ ¥24,658 million (US$205 million) Number of Stockholders 8,760 Shares Outstanding Founded 383,278 thousand December 1878 Major Stockholders Number of Branches 141 Number of Employees Number of Shares (Thousands) % 18,928 15,431 15,412 14,795 12,275 11,449 10,767 9,017 8,478 8,392 4.93 4.02 4.02 3.86 3.20 2.98 2.80 2.35 2.21 2.18 Meiji Yasuda Life Insurance Company Nippon Life Insurance Company Sumitomo Life Insurance Company The Bank of Tokyo-Mitsubishi UFJ, Ltd. The Dai-ichi Life Insurance Company, Limited The Master Trust Bank of Japan, Limited (trust account) Japan Trustee Services Bank, Limited (trust account) Aioi Nissay Dowa Insurance Co., Ltd Tohoku Electric Power Co., Ltd Japan Trustee Services Bank, Limited (trust account 4) 2,791 Treasury Administration & International Division Planning & Business Department 3-20, Chuo 3-chome, Aoba-ku, Sendai, Miyagi 980-8777, Japan Phone: +81-22-211-9914 Facsimile: +81-22-211-9916 SWIFT Address: BOSSJPJT Note:The Bank owned 9,051 thousand shares of treasury stock as of March 31, 2015, which is excluded from the major stockholders listed above. Service Network As of June 30, 2015 SAPPORO 1 Branch AKITA Con t e n t s Consolidated Financial Highlights ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Message from the President ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Toward a Firmer Business Position ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Growing with the Region -Toward Reconstruction from the Great East Japan Earthquake- ・・・・ 77 Bank Group ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Board of Directors and Audit & Supervisory Board Members ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Organization ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Financial Section ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Five-Year Summary ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Performance for Fiscal 2015 ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Balance Sheet ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Statement of Income ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Statement of Comprehensive Income ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Statement of Changes in Equity ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Consolidated Statement of Cash Flows ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Notes to Consolidated Financial Statements ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Independent Auditors’ Report ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Capital Adequacy Ratios ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Non-Consolidated Balance Sheet ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Non-Consolidated Statement of Income ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Loan Portfolio ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ Bank Data ・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・ 1 Branch TOHOKU REGION 1 2 5 9 11 12 12 13 13 14 15 16 16 17 18 19 37 38 39 40 41 43 IWATE 2 Branches OSAKA 1 Branch TOKYO 2 Branches NAGOYA 1 Branch YAMAGATA 1 Branch MIYAGI 126 Branches SHANGHAI SENDAI Headquarters Treasury Administration & International Division FUKUSHIMA 6 Branches Shanghai Representative Office Address:16th floor, Hang Seng Bank Tower, 1000 Lujiazui Ring Road, Pudong New Area, Shanghai, P. R. China Phone:+86-21-6841-2077 43 2 0 15 THE 77 BANK, LTD. ANNUAL REPORT 2015 77BANK 2015
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