6-K 1 d931100d6k.htm FORM 6-K FORM 6-K

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of June 2015

Commission File Number 001-34919

SUMITOMO MITSUI FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan

(Address of principal executive offices)

 

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

Form 20-F   x Form 40-F  ¨

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

¨

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

¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨ No  x

*If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-              


SIGNATURES

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

 

Sumitomo Mitsui Financial Group, Inc.

By:  

  /s/ Haruyuki Nagata

Name:  Haruyuki Nagata

Title:    General Manager, Financial Accounting Dept.

Date:      June 1, 2015


This document has been translated from a Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Sumitomo Mitsui Financial Group, Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Matters Disclosed on the Internet Website in Relation to

the Convocation of the Ordinary General Meeting of Shareholders

 

Notes to Consolidated Financial Statements         
Notes to Non-Consolidated Financial Statements

(From April 1, 2014 to March 31, 2015)

 

With regard to the information stated above, in accordance with laws, regulations and Article 25  of the Articles of Incorporation, it is disclosed by posting on the company’s website on the  Internet (http://www.smfg.co.jp).

Sumitomo Mitsui Financial Group, Inc.


Notes to Consolidated Financial Statements

< Significant Accounting Policies for Preparing Consolidated Financial Statements >

The definitions for subsidiary companies and affiliate companies are pursuant to Article 2 paragraph 8 of the Banking Act and Article 4-2 of the Order for Enforcement of the Banking Act.

Amounts less than one million yen have been rounded down.

1. Scope of consolidation

  (1)

Consolidated subsidiaries    317 companies

Principal companies:

Sumitomo Mitsui Banking Corporation (“SMBC”)

Sumitomo Mitsui Finance and Leasing Company, Limited

SMBC Nikko Securities Inc.

SMBC Friend Securities Co., Ltd.

Sumitomo Mitsui Card Company, Limited

Cedyna Financial Corporation

SMBC Consumer Finance Co., Ltd.

The Japan Research Institute, Limited

THE MINATO BANK, LTD.

Kansai Urban Banking Corporation

Sumitomo Mitsui Banking Corporation Europe Limited

Sumitomo Mitsui Banking Corporation (China) Limited

SMBC Guarantee Co., Ltd.

SMBC Capital Markets, Inc.

Changes in the consolidated subsidiaries in the fiscal year ended March 31, 2015 are as follows:

36 companies were newly included in the scope of consolidation as a result of their new establishment and for other reasons.

The Japan Net Bank, Limited was excluded from the scope of consolidation because it became an equity method affiliate due to decrease in the ratio of voting rights. Other 42 companies were excluded from the scope of consolidation due to liquidation and for other reasons.

 

  (2)

Unconsolidated subsidiaries

Principal company: SBCS Co., Ltd.

195 unconsolidated subsidiaries are operators of silent partnerships for lease transactions and their assets and profits/losses do not belong to them substantially. Therefore, they have been excluded from the scope of consolidation pursuant to Article 63, paragraph 1, item 2 of the Companies Calculation Regulations.

Unconsolidated subsidiaries are also excluded from the scope of consolidation because their total amounts in terms of total assets, ordinary income, net income and retained earnings are immaterial, as such, they do not hinder a rational judgment of financial position and results of operations of Sumitomo Mitsui Financial Group, Inc. (the “Company”) and its consolidated subsidiaries when excluded from the scope of consolidation.

2. Application of the equity method

  (1)

Unconsolidated subsidiaries accounted for by the equity method    5 companies

Principal company: SBCS Co., Ltd.

  (2)

Affiliates accounted for by the equity method    45 companies

Principal companies:

PT Bank Tabungan Pensiunan Nasional Tbk

Sumitomo Mitsui Auto Service Company, Limited

Daiwa SB Investments Ltd.

Change in the equity method affiliates in the fiscal year ended March 31, 2015 is as follows:

The Japan Net Bank, Limited newly became an equity method affiliate due to a decrease in the ratio of voting rights. 3 companies including The Bank of East Asia, Limited newly became equity method affiliates due to the acquisition of stocks and for other reasons.

 

1


  (3)

Unconsolidated subsidiaries that are not accounted for by the equity method

195 unconsolidated subsidiaries that are not accounted for by the equity method are operators of silent partnerships for lease transactions and their assets and profits/losses do not belong to them substantially. Therefore, they have not been accounted for by the equity method pursuant to Article 69, paragraph 1, item 2 of the Companies Calculation Regulations.

  (4)

Affiliates that are not accounted for by the equity method

Principal company: Daiwa SB Investments (USA) Ltd.

Affiliates that are not accounted for by the equity method are also excluded from the scope of equity method because their total amounts in terms of net income and retained earnings are immaterial, and as such, they do not hinder a rational judgment of the Company’s financial position and results of operations when excluded from the scope of equity method.

3. Accounting policies

  (1)

Standards for recognition and measurement of trading assets/liabilities and trading profits/losses

Transactions for trading purposes (seeking gains arising from short-term changes in interest rates, currency exchange rates, or market prices of securities and other market related indices or from variation among markets) are included in “Trading assets” or “Trading liabilities” on the consolidated balance sheet on a trade date basis. Profits and losses on trading-purpose transactions are recognized on a trade date basis, and recorded as “Trading income” and “Trading losses” on the consolidated statement of income.

Securities and monetary claims purchased for trading purposes are stated at the fiscal year-end market value, and financial derivatives such as swaps, futures and options are stated at amounts that would be settled if the transactions were terminated at the consolidated balance sheet date.

“Trading income” and “Trading losses” include interest received or paid during the fiscal year. The year-on-year valuation differences of securities and monetary claims are also recorded in the above-mentioned accounts. As for the derivatives, assuming that the settlement will be made in cash, the year-on-year valuation differences are also recorded in the above-mentioned accounts.

  (2)

Standards for recognition and measurement of securities

  1)

Debt securities that consolidated subsidiaries have the positive intent and ability to hold to maturity are classified as held-to-maturity securities and are carried at amortized cost (based on straight-line method) using the moving-average method. Investments in unconsolidated subsidiaries and affiliates that are not accounted for by the equity method are carried at cost using the moving-average method. Securities other than trading purpose securities, held-to-maturity securities and investments in unconsolidated subsidiaries and affiliates are classified as “other securities” (available-for-sale securities). Stocks (including foreign stocks) in other securities are carried at their average market prices during the final month of the fiscal year, and bonds and others are carried at their fiscal year-end market prices (cost of securities sold is calculated using primarily the moving-average method). Other securities which are extremely difficult to determine fair value are carried at cost using the moving-average method.

Net unrealized gains (losses) on other securities, net of income taxes, are included in “Net assets,” after deducting the amount that is reflected in the fiscal year’s earnings by applying fair value hedge accounting.

  2)

Securities included in money held in trust are carried in the same method as in (1) and (2), 1) above.

  (3)

Standards for recognition and measurement of derivative transactions

Derivative transactions, excluding those classified as trading derivatives, are carried at fair value.

 

2


  (4)

Depreciation

  1)

Tangible fixed assets (excluding assets for rent and lease assets)

Buildings owned by the Company and SMBC are depreciated using the straight-line method. Others are depreciated using the declining-balance method. The estimated useful lives of major items are as follows:

Buildings:

7 to 50 years

Others:

2 to 20 years

Other consolidated subsidiaries depreciate tangible fixed assets primarily using the straight-line method over the estimated useful lives of the respective assets.

  2)

Intangible fixed assets

Intangible fixed assets are depreciated using the straight-line method. Capitalized software for internal use owned by the Company and its consolidated domestic subsidiaries is depreciated over its estimated useful life (basically 5 years).

  3)

Assets for rent

Assets for rent are depreciated using the straight-line method, assuming that lease terms are, in principle, their depreciation period and the salvage is estimated disposal value when the lease period expires.

  4)

Lease assets

Lease assets with respect to non-transfer ownership finance leases, which are recorded in “Tangible fixed assets,” are depreciated using the straight-line method, assuming that lease terms are their expected lifetime and salvage values are zero.

  (5)

Reserve for possible loan losses

The reserve for possible loan losses of major consolidated subsidiaries is provided as detailed below in accordance with the internal standards for write-offs and provisions.

For claims on borrowers that have entered into bankruptcy, special liquidation proceedings or similar legal proceedings (“Bankrupt borrowers”) or borrowers that are not legally or formally insolvent but are regarded as substantially in the same situation (“Effectively bankrupt borrowers”), a reserve is provided based on the amount of claims, after the write-off stated below, net of the expected amount of recoveries from collateral and guarantees. For claims on borrowers that are not currently bankrupt but are perceived to have a high risk of falling into bankruptcy (“Potentially bankrupt borrowers”), a reserve is provided in the amount deemed necessary based on an overall solvency assessment of the claims, net of the expected amount of recoveries from collateral and guarantees.

Discounted Cash Flows (“DCF”) method is used for claims on borrowers whose cash flows from collection of principals and interest can be rationally estimated, and SMBC applies it to claims on large potentially bankrupt borrowers and claims on large borrowers requiring close monitoring that have been classified as “Past due loans (3 months or more)” or “Restructured loans,” whose total loans from SMBC exceed a certain amount. SMBC establishes a reserve for possible loan losses using the DCF method for such claims in the amount of the difference between the present value of principal and interest (calculated using the rationally estimated cash flows discounted at the initial contractual interest rate) and the book value.

For other claims, a reserve is provided based on the historical loan-loss ratio. For claims originated in specific overseas countries, an additional reserve is provided in the amount deemed necessary based on the assessment of political and economic conditions.

Branches and credit supervision departments assess all claims in accordance with the internal rules for self-assessment of assets, and the Credit Review Department, independent from these operating sections, audits their assessment.

The reserve for possible loan losses of the Company and other consolidated subsidiaries for general claims is provided in the amount deemed necessary based on the historical loan-loss ratios, and for doubtful claims in the amount deemed uncollectible based on assessment of each claim.

For collateralized or guaranteed claims on bankrupt borrowers and effectively bankrupt borrowers, the amount exceeding the estimated value of collateral and guarantees is deemed to be uncollectible and written off against the total outstanding amount of the claims. The amount of write-off was 363,585 million yen.

  (6)

Reserve for employee bonuses

The reserve for employee bonuses is provided for payment of bonuses to employees, in the amount of estimated bonuses, which are attributable to the fiscal year.

  (7)

Reserve for executive bonuses

The reserve for executive bonuses is provided for payment of bonuses to executives, in the amount of estimated bonuses, which are attributable to the fiscal year.

 

3


  (8)

Reserve for executive retirement benefits

The reserve for executive retirement benefits is provided for payment of retirement benefits to directors, corporate auditors and other executive officers, in the amount deemed accrued at the fiscal year-end based on our internal regulations.

  (9)

Reserve for point service program

The reserve for point service program is provided for the potential future redemption of points awarded to customers under the “SMBC Point Pack,” credit card points programs, and other customer points award programs. The amount is calculated by converting the outstanding points into a monetary amount, and rationally estimating and recognizing the amount that will be redeemed in the future.

  (10)

Reserve for reimbursement of deposits

The reserve for reimbursement of deposits which were derecognized as liabilities under certain conditions is provided for the possible losses on the future claims of withdrawal based on the historical reimbursements.

  (11)

Reserve for losses on interest repayment

The reserve for losses on interest repayment is provided for the possible losses on future claims of repayment of interest based on historical interest repayment experience.

  (12)

Reserve under the special laws

The reserve under the special laws is a reserve for contingent liabilities and provided for compensation for losses from securities related transactions or derivative transactions, pursuant to Article 46-5 of the Financial Instruments and Exchange Act.

  (13)

Employee retirement benefits

In calculating the projected benefit obligation, mainly the benefit formula basis is used to attribute the expected benefit attributable to the respective fiscal year.

Unrecognized prior service cost is amortized on a straight-line basis, primarily over 9 years within the employees’ average remaining service period at incurrence.

Unrecognized net actuarial gain (loss) is amortized on a straight-line basis, primarily over 9 years within the employees’ average remaining service period, commencing from the next fiscal year of incurrence.

  (14)

Translation of foreign currency assets and liabilities

Assets and liabilities of the Company and SMBC denominated in foreign currencies and accounts of SMBC overseas branches are translated into Japanese yen mainly at the exchange rate prevailing at the consolidated balance sheet date, with the exception of stocks of subsidiaries and affiliates translated at rates prevailing at the time of acquisition.

Other consolidated subsidiaries’ assets and liabilities denominated in foreign currencies are translated into Japanese yen at the exchange rate prevailing at their respective balance sheet dates.

  (15)

Lease transactions

  1)

Recognition of income on finance leases

Interest income is allocated to each period.

  2)

Recognition of income on operating leases

Primarily, lease-related income is recognized on a straight-line basis over the full term of the lease, based on the contractual amount of lease fees per month.

  3)

Recognition of income and expenses on installment sales

Primarily, installment-sales-related income and installment-sales-related expenses are recognized on a due-date basis over the full period of the installment sales.

  (16)

Hedge accounting

  1)

Hedging against interest rate changes

As for the hedge accounting method applied to hedging transactions for interest rate risk arising from financial assets and liabilities, SMBC applies deferred hedge accounting.

SMBC applies deferred hedge accounting stipulated in “Treatment for Accounting and Auditing of Application of Accounting Standard for Financial Instruments in Banking Industry” (JICPA Industry Audit Committee Report No. 24) to portfolio hedges on groups of large-volume, small-value monetary claims and debts.

As for the portfolio hedges to offset market fluctuation, SMBC assesses the effectiveness of such hedges by classifying the hedged items (such as deposits and loans) and the hedging instruments (such as interest rate swaps) by their maturity. As for the portfolio hedges to fix cash flows, SMBC assesses the effectiveness of such hedges by verifying the correlation between the hedged items and the hedging instruments.

As for the individual hedges, SMBC also assesses the effectiveness of such individual hedges.

 

4


  2)

Hedging against currency fluctuations

SMBC applies deferred hedge accounting stipulated in “Treatment of Accounting and Auditing Concerning Accounting for Foreign Currency Transactions in Banking Industry” (JICPA Industry Audit Committee Report No. 25) to currency swap and foreign exchange swap transactions executed for the purpose of lending or borrowing funds in different currencies.

Pursuant to JICPA Industry Audit Committee Report No. 25, SMBC assesses the effectiveness of currency swap and foreign exchange swap transactions executed for the purpose of offsetting the risk of changes in currency exchange rates by verifying that there are foreign-currency monetary claims and debts corresponding to the foreign-currency positions.

In order to hedge risk arising from volatility of exchange rates for stocks of subsidiaries and affiliates and other securities (excluding bonds) denominated in foreign currencies, SMBC applies deferred hedge accounting or fair value hedge accounting, on the conditions that the hedged securities are designated in advance and that sufficient on-balance (actual) or off-balance (forward) liability exposure exists to cover the cost of the hedged securities denominated in the same foreign currencies.

  3)

Hedging against share price fluctuations

SMBC applies fair value hedge accounting to individual hedges offsetting the price fluctuation of the shares that are classified under other securities, and accordingly evaluates the effectiveness of such individual hedges.

  4)

Transactions between consolidated subsidiaries

As for derivative transactions between consolidated subsidiaries or internal transactions between trading accounts and other accounts (or among internal sections), SMBC manages the interest rate swaps and currency swaps that are designated as hedging instruments in accordance with the non-arbitrary and strict criteria for external transactions stipulated in JICPA Industry Audit Committee Report No. 24 and No. 25. Therefore, SMBC accounts for the gains or losses that arise from interest rate swaps and currency swaps in its earnings or defers them, rather than eliminating them.

Certain other consolidated subsidiaries apply the deferred hedge accounting, fair value hedge accounting or the special treatment for interest rate swaps.

  (17)

Amortization of goodwill

Goodwill is amortized using the straight-line method over a period in which its benefit is expected to be realized, not to exceed 20 years. Immaterial goodwill is expensed when incurred.

  (18)

Consumption taxes

National and local consumption taxes of the Company and its consolidated domestic subsidiaries are accounted for using the tax-excluded method.

<Notes to changes in accounting policies>

 

  1.

Accounting Standard for Retirement Benefits and related guidance

The Company has adopted Paragraph 35 of “Accounting Standard for Retirement Benefits” (ASBJ Statement No. 26 issued on May 17, 2012, “Accounting Standard”) and Paragraph 67 of “Guidance on Accounting Standard for Retirement Benefits” (ASBJ Guidance No. 25 issued on March 26, 2015, “Guidance”) from the beginning of the fiscal year ended March 31, 2015. Accordingly, the Company has reviewed its calculation methods for the projected benefit obligation and service cost, and changed the method for attributing the expected benefit to periods of service from a straight-line basis to a benefit formula basis.

The Accounting Standard and Guidance are applied in accordance with the transitional treatment stipulated in Paragraph 37 of the Accounting Standard. The effect, arising from the change in calculation method for the projected benefit obligation and service cost, is reflected in retained earnings as of the beginning of the fiscal year ended March 31, 2015.

As a result, net defined benefit asset increased by 49,052 million yen, net defined benefit liability decreased by 3,646 million yen and retained earnings increased by 35,459 million yen as of the beginning of the fiscal year ended March 31, 2015. The effect of these changes on profit and loss for the fiscal year ended March 31, 2015 is considered to be immaterial.

 

5


  2.

Revision of the Accounting Standard for Business Combinations and related rules

“Accounting Standard for Business Combinations” (ASBJ Statement No. 21), “Accounting Standard for Consolidated Financial Statements” (ASBJ Statement No. 22), “Accounting Standard for Business Divestitures” (ASBJ Statement No. 7) and other related standards and implementation guidance were revised on September 13, 2013, and became effective from fiscal years beginning on or after April 1, 2014. The Company has prospectively adopted these revised accounting standards and implementation guidance from the beginning of the fiscal year ended March 31, 2015 (excluding the provisions defined in Paragraph 39 of Accounting Standard for Consolidated Financial Statements), in accordance with the transitional treatment set forth in Paragraph 58-2 (4) of Accounting Standard for Business Combinations, Paragraph 44-5 (4) of Accounting Standard for Consolidated Financial Statements, and Paragraph 57-4 (4) of Accounting Standard for Business Divestitures.

In accordance with these revisions, the Company’s accounting policies have been changed as follows:

  -

the difference arising from a change in the Company’s ownership interest in a subsidiary over which the Company continues to have control is recognized in capital surplus, and acquisition costs are expensed in the period incurred, and

  -

for a business combination occurring on or after April 1, 2014, an adjustment to the provisional amount arising from the finalization of the tentative accounting treatment relating to the purchase price allocation is retrospectively recognized in the consolidated financial statements for the accounting period in which the combination occurs.

The effect of these changes on profit and loss for the fiscal year ended March 31, 2015 is considered to be immaterial.

<Additional Information>

Effect of a change in the corporate income tax rule

In accordance with the “Act for Partial Amendment of the Income Tax Act, etc.” (Act No. 9, 2015) and the “Act to Amend the Local Taxation Act, etc.” (Act No. 2, 2015) promulgated on March 31, 2015, the corporate income tax rate will be lowered from fiscal years beginning on or after April 1, 2015. Additionally, beginning from fiscal years starting on or after April 1, 2015, the use of tax loss carryforwards will be limited to the equivalent of 65% of taxable income before deducting tax loss carryforwards, and beginning from fiscal years starting on or after April 1, 2017, the use of tax loss carryforwards will be limited to the equivalent of 50% of taxable income before deducting tax loss carryforwards.

As a result of these changes, net income decreased by 30,248 million yen and total accumulated other comprehensive income increased by 77,813 million yen.

<Notes to Consolidated Balance Sheet>

  1.

Classifications of assets and liabilities in the consolidated balance sheet conform to the provisions of Ordinance for the Enforcement of the Banking Act (Ordinance of the Ministry of Finance No. 10 of 1982).

  2.

Amounts less than one million yen have been rounded down.

  3.

Japanese government bonds and other securities as a sub-account of “Securities” include 1,540 million yen of unsecured loan securities for which borrowers have the right to sell or pledge.

As for the unsecured borrowed securities for which some consolidated subsidiaries have the right to sell or pledge and the securities which some consolidated subsidiaries purchased under resale agreements and borrowed with cash collateral, that are permitted to be sold or pledged without restrictions, 3,181,553 million yen of securities are pledged, and 3,087,292 million yen of securities are held in hand as of the consolidated balance sheet date.

  4.

Bankrupt loans and non-accrual loans were 35,861 million yen and 774,058 million yen, respectively.

“Bankrupt loans” are loans, after write-off, to legally bankrupt borrowers as defined in Article 96, paragraph 1, items 3 and 4 of “Order for Enforcement of the Corporation Tax Act” (Cabinet Order No. 97 of 1965) and on which accrued interest income is not recognized as there is substantial doubt about the ultimate collectability of either principal or interest because they are past due for a considerable period of time or for other reasons.

“Non-accrual loans” are loans on which accrued interest income is not recognized, excluding “Bankrupt loans” and loans on which interest payments are deferred in order to support the borrowers’ recovery from financial difficulties.

  5.

Past due loans (3 months or more) totaled 13,714 million yen.

“Past due loans (3 months or more)” are loans on which the principal or interest is past due for 3 months or more, excluding “Bankrupt loans” and “Non-accrual loans.”

 

6


  6.

Restructured loans totaled 278,622 million yen.

“Restructured loans” are loans on which terms and conditions have been amended in favor of the borrowers (e.g. reduction of the original interest rate, deferral of interest payments, extension of principal repayments or debt forgiveness) in order to support the borrowers’ recovery from financial difficulties, excluding “Bankrupt loans,” “Non-accrual loans” and “Past due loans (3 months or more).”

  7.

The total amount of bankrupt loans, non-accrual loans, past due loans (3 months or more) and restructured loans was 1,102,256 million yen.

The amounts of loans presented in Notes 4 to 7 above are the amounts before deduction of reserve for possible loan losses.

  8.

Bills discounted are accounted for as financial transactions in accordance with JICPA Industry Audit Committee Report No. 24. The Company’s banking subsidiaries have rights to sell or pledge bank acceptance bought, commercial bills discounted, documentary bills and foreign exchanges bought without restrictions, etc. The total face value was 950,790 million yen.

  9.

Assets pledged as collateral were as follows:

  Unit: millions of yen   

Assets pledged as collateral:

Cash and due from banks

  61,093     

Call loans and bills bought

  478,457     

Monetary claims bought

  75,556     

Trading assets

  1,712,885     

Securities

  10,445,190     

Loans and bills discounted

  2,803,237     

Lease receivables and investment assets

  3,163     

Tangible fixed assets

  9,969     

Other assets (installment account receivables, etc.)

  172     

Liabilities corresponding to assets pledged as collateral:

Deposits

  33,800     

Call money and bills sold

  1,095,000     

Payables under repurchase agreements

  406,212     

Payables under securities lending transactions

  4,121,603     

Trading liabilities

  480,464     

Borrowed money

  6,099,726     

Other liabilities

  35,952     

Acceptances and guarantees

  207,009     

In addition, cash and due from banks of 13,580 million yen, trading assets of 2,271 million yen and securities of 6,067,851 million yen were pledged as collateral for cash settlements, margins of futures markets and certain other purposes.

Other assets include collateral money deposited for financial instruments of 410,317 million yen, surety deposits of 119,525 million yen, margins of futures markets of 63,433 million yen and other margins of 27,819 million yen.

  10.

Commitment line contracts on overdrafts and loans are agreements to lend to customers, up to a prescribed amount, as long as there is no violation of any condition established in the contracts. The amount of unused commitments was 53,473,427 million yen and the amount of unused commitments whose original contract terms are within 1 year or unconditionally cancelable at any time was 40,386,315 million yen.

Since many of these commitments are expected to expire without being drawn upon, the total amount of unused commitments does not necessarily represent actual future cash flow requirements. Many of these commitments include clauses under which SMBC and other consolidated subsidiaries can reject an application from customers or reduce the contract amounts in the event that economic conditions change, SMBC and other consolidated subsidiaries need to secure claims, or other events occur. In addition, SMBC and other consolidated subsidiaries may request the customers to pledge collateral such as premises and securities at the time of the contracts, and take necessary measures such as monitoring customers’ financial positions, revising contracts when such need arises and securing claims after the contracts are made.

 

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  11.

SMBC and another consolidated subsidiary revaluated their own land for business activities in accordance with “Act on Revaluation of Land” (the “Act”) (Act No. 34, effective March 31, 1998) and “Act for Partial Revision of Act on Revaluation of Land” (Act No. 19, effective March 31, 2001). The income taxes corresponding to the net unrealized gains are reported in “Liabilities” as “Deferred tax liabilities for land revaluation,” and the net unrealized gains, net of deferred taxes, are reported as “Land revaluation excess” in “Net assets.”

A certain affiliate also revaluated its own land for business activities in accordance with the Act. The net unrealized gains, net of deferred taxes, are reported as “Land revaluation excess” in “Net assets.”

Date of the revaluation

SMBC:

March 31, 1998 and March 31, 2002

Another consolidated subsidiary and an affiliate:

March 31, 1999 and March 31, 2002

Method of revaluation (stipulated in Article 3, paragraph 3 of the Act)

SMBC:

Fair values were determined by applying appropriate adjustments for land shape and timing of appraisal to the values stipulated in Article 2, item 3, 4 or 5 of “Order for Enforcement of Act on Revaluation of Land” (Cabinet Order No. 119 of March 31, 1998).

Another consolidated subsidiary and an affiliate:

Fair values were determined based on the values stipulated in Article 2, item 3 and 5 of “Order for Enforcement of Act on Revaluation of Land” (Cabinet Order No. 119 of March 31, 1998).

  12.

Accumulated depreciation on tangible fixed assets amounted to 944,545 million yen.

  13.

Deferred gain on tangible fixed assets deductible for tax purposes amounted to 62,704 million yen.

  14.

The balance of subordinated debt included in “Borrowed money” was 317,461 million yen.

  15.

The balance of subordinated bonds included in “Bonds” was 1,777,502 million yen.

  16.

The amount guaranteed by banking subsidiaries to privately-placed bonds (stipulated by Article 2, paragraph 3 of Financial Instruments and Exchange Act) in “Securities” was 2,030,463 million yen.

 

8


17. Stock options

  (1)

Amount of stock options to be expensed in the fiscal year

General and administrative expenses

510 million yen
  (2)

Amount of profit by non-exercise of stock options in the fiscal year

Other income

  14 million yen
  (3)

Outline of stock options and changes

  1)

The Company

a. Outline of stock options

Date of  
resolution  
July 28, 2010  July 29, 2011 July 30, 2012 July 29, 2013
Title and number of grantees

Directors of the Company 8

Corporate Auditors of the Company 3

Executive Officers of the Company 2

Directors, Corporate Auditors and Executive Officers of SMBC 69

Directors of the Company 9

Corporate Auditors of the Company 3

Executive Officers of the Company 2

Directors, Corporate Auditors and Executive Officers of SMBC 71

Directors of the
Company 9

Corporate Auditors of the Company 3

Executive Officers of the Company 2

Directors, Corporate Auditors and Executive Officers of SMBC 71

Directors of the Company 9

Corporate Auditors of the Company 3

Executive Officers of the Company 3

Directors, Corporate Auditors and Executive Officers of SMBC 67

Number of stock options

(Note)

Common shares
102,600
Common shares
268,200
Common shares
280,500

Common shares
115,700

Grant date     August 13, 2010 August 16, 2011 August 15, 2012

August 14, 2013

Condition for vesting Stock acquisition right holders may exercise stock acquisition rights from the day when they are relieved of their positions either as a Director, Corporate Auditor or Executive Officer of the Company and SMBC. Stock acquisition right holders may exercise stock acquisition rights from the day when they are relieved of their positions either as a Director, Corporate Auditor or Executive Officer of the Company and SMBC. Stock acquisition right holders may exercise stock acquisition rights from the day when they are relieved of their positions either as a Director, Corporate Auditor or Executive Officer of the Company and SMBC.

Stock acquisition right holders may exercise stock acquisition rights from the day when they are relieved of their positions either as a Director, Corporate Auditor or Executive Officer of the Company and SMBC.

Requisite service period From June 29, 2010 to the closing of the Ordinary General Meeting of Shareholders of the Company for the fiscal year ended March 31, 2011 From June 29, 2011 to the closing of the Ordinary General Meeting of Shareholders of the Company for the fiscal year ended March 31, 2012 From June 28, 2012 to the closing of the Ordinary General Meeting of Shareholders of the Company for the fiscal year ended March 31, 2013

From June 27, 2013 to the closing of the Ordinary General Meeting of Shareholders of the Company for the fiscal year ended March 31, 2014

Exercise period August 13, 2010 to August 12, 2040 August 16, 2011 to August 15, 2041 August 15, 2012 to August 14, 2042

August 14, 2013 to August 13, 2043

 

9


Date of   resolution   July 30, 2014 
Title and number of grantees

Directors of the Company 10

Corporate Auditors of the Company 3

Executive Officers of the Company 2

Directors, Corporate Auditors and Executive Officers of SMBC 67

Number of stock options

(Note)

Common shares
121,900
Grant date August 15, 2014
Condition for vesting Stock acquisition right holders may exercise stock acquisition rights from the day when they are relieved of their positions either as a Director, Corporate Auditor or Executive Officer of the Company and SMBC.
Requisite service period From June 27, 2014 to the closing of the Ordinary General Meeting of Shareholders of the Company for the fiscal year ended March 31, 2015
Exercise period August 15, 2014 to August 14, 2044

(Note)

   

Number of stock options has been converted and stated as number of shares.

 

10


b. Stock options granted and changes

Number of stock options (Note)

Date of resolution   July 28, 2010     July 29, 2011     July 30, 2012     July 29, 2013    

Before vested

       

Previous fiscal year-end

39,600       185,200       258,400       115,400      

Granted

—       —       —       —      

Forfeited

—       —       —       200      

Vested

1,200       33,900       25,900       3,600      

Outstanding

38,400       151,300       232,500       111,600      

After vested

       

Previous fiscal year-end

58,800       76,600       18,700       100      

Vested

1,200       33,900       25,900       3,600      

Exercised

1,200       —       —       —      

Forfeited

—       —       —       —      

Exercisable

58,800       110,500       44,600       3,700      

    

Date of resolution   July 30, 2014          

Before vested

 

Previous fiscal year-end

—      

Granted

121,900      

Forfeited

100      

Vested

200      

Outstanding

121,600      

After vested

 

Previous fiscal year-end

—      

Vested

200      

Exercised

—      

Forfeited

—      

Exercisable

200      

  (Note) Number of stock options has been converted and stated as number of shares.

    Price Information

Date of resolution   July 28, 2010     July 29, 2011     July 30, 2012     July 29, 2013    

Exercise price (yen)

1       1       1       1      

Average exercise price

(yen)

4,084       —       —       —      

Fair value at the grant date    

(yen)

2,215       1,872       2,042       4,159      

    

Date of resolution   July 30, 2014          

Exercise price (yen)

1      

Average exercise price

(yen)

—      

Fair value at the grant date

(yen)

3,661      

c. Valuation technique used for valuing fair value of stock options

Stock options granted in the fiscal year were valuated using the following valuation technique.

  (i)

Valuation technique: Black-Scholes option-pricing model

  (ii)

Principal parameters used in the option-pricing model

Date of resolution July 30, 2014                         
Expected volatility (Note 1) 28.16%            

Average expected life

(Note 2)

4 years            
Expected dividends (Note 3)             120 yen per share             
Risk-free interest rate (Note 4)        0.11%            

 

11


 (Notes)

   1.

Calculated based on the actual stock prices during 4 years from August 16, 2010 to August 15, 2014.

 
   2.

The average expected life could not be estimated rationally due to an insufficient amount of data. Therefore, it was estimated based on average assumption periods of directors of the Company and SMBC.

 
   3.

Expected dividends are based on the expected dividends on common stock for the fiscal year ended March 31, 2015 of the date of grant.

 
   4.

Japanese government bond yield corresponding to the average expected life.

d.  Method of estimating number of stock options vested

Only the actual number of forfeited stock options is reflected because it is difficult to rationally estimate the actual number of stock options that will be forfeited in the future.

2)   A consolidated subsidiary, Kansai Urban Banking Corporation

    a.

 Outline of stock options

Date of resolution   June 29, 2004 June 29, 2005 June 29, 2006 June 29, 2006
Title and number of grantees Directors and employees 174 Directors and employees 183 Directors 9

Officers not doubling as directors 14

Employees 46

Number of stock options (shares)
(Note)

Common shares

39,900

Common shares

46,400

Common shares

16,200

Common shares

11,500

Grant date July 30, 2004 July 29, 2005 July 31, 2006 July 31, 2006
Condition for vesting N.A. N.A. N.A. N.A.
Requisite service period N.A. N.A. N.A. N.A.
Exercise period

June 30, 2006 to

June 29, 2014

June 30, 2007 to

June 29, 2015

June 30, 2008 to

June 29, 2016

June 30, 2008 to June 29, 2016

    

Date of resolution   June 28, 2007 June 28, 2007 June 27, 2008 June 26, 2009
Title and number of grantees Directors 10

Officers not doubling as directors 14

Employees 48

Directors 9

Officers not doubling as directors 16

Employees 45

Directors 11

Officers not doubling as directors 14

Employees 57

Number of stock options (shares)
(Note)

Common shares

17,400

Common shares

11,200

Common shares

28,900

Common shares

35,000

Grant date July 31, 2007 July 31, 2007 July 31, 2008 July 31, 2009
Condition for vesting N.A. N.A. N.A. N.A.
Requisite service
period
N.A. N.A. N.A. N.A.
Exercise period June 29, 2009 to June 28, 2017 June 29, 2009 to June 28, 2017

June 28, 2010 to

June 27, 2018

June 27, 2011 to June 26, 2019

(Note)  

 Number of stock options has been converted and stated as the number of shares in consideration of the reverse stock split to combine 10 common shares as one share, performed on October 1, 2014.

      

 

12


  b. Stock options granted and changes

  Number of stock options (Note)

Date of resolution June 29, 2004 June 29, 2005 June 29, 2006 June 29, 2006

Before vested (shares)

       

Previous fiscal year-end

—          —          —          —         

Granted

—          —          —          —         

Forfeited

—          —          —          —         

Vested

—          —          —          —         

Outstanding

—          —          —          —         

After vested (shares)

       

Previous fiscal year-end

19,700          27,200          9,400          6,800         

Vested

—          —          —          —         

Exercised

—          —          —          —         

Forfeited

19,700          4,600          3,200          1,100         

Exercisable

—          22,600          6,200          5,700         
    
Date of resolution     June 28, 2007         June 28, 2007         June 27, 2008         June 26, 2009    

Before vested (shares)

       

Previous fiscal year-end

—          —          —          —         

Granted

—          —          —          —         

Forfeited

—          —          —          —         

Vested

—          —          —          —         

Outstanding

—          —          —          —         

After vested (shares)

       

Previous fiscal year-end

12,200          8,000          28,400          35,000         

Vested

—          —          —          —         

Exercised

—          —          —          —         

Forfeited

4,400          1,000          5,700          3,100         

Exercisable

7,800          7,000          22,700          31,900         
  (Note)

Number of stock options has been converted and stated as the number of shares in consideration of the reverse stock split to combine 10 common shares as one share, performed on October 1, 2014.

 

 

13


Price information

Date of resolution June 29, 2004 June 29, 2005 June 29, 2006 June 29, 2006
Exercise price (yen) 2,020           3,130           4,900           4,900        
Average exercise price (yen)         —           —           —           —        
Fair value at the grant date (yen) —           —           1,380           1,380        
    
Date of resolution June 28, 2007 June 28, 2007 June 27, 2008 June 26, 2009
Exercise price (yen) 4,610           4,610           3,020           1,930        
Average exercise price (yen) —           —           —           —        
Fair value at the grant date (yen) 960           960           370           510        

c. Method of estimating number of stock options vested

Only the actual number of forfeited stock options is reflected because it is difficult to rationally estimate the actual number of stock options that will be forfeited in the future.

 

  3)

A consolidated subsidiary, THE MINATO BANK, LTD. (“MINATO”)

a. Outline of stock options

Date of resolution

June 28, 2012 June 27, 2013 June 27, 2014
Title and number of grantees

Directors 7

Officers 12

Directors 7

Officers 12

Directors 7

Officers 16

Number of stock options (shares) (Note)

Common shares

368,000

Common shares

334,000

Common shares

320,000

Grant date

July 20, 2012 July 19, 2013 July 18, 2014

Condition for vesting

Stock acquisition right holders may exercise stock acquisition rights from the day when they are relieved of their positions either as a director or executive officer of MINATO. Stock acquisition right holders may exercise stock acquisition rights from the day when they are relieved of their positions either as a director or executive officer of MINATO. Stock acquisition right holders may exercise stock acquisition rights from the day when they are relieved of their positions either as a director or executive officer of MINATO.
Requisite service period June 28, 2012 to the closing of the ordinary general meeting of shareholders of MINATO for the fiscal year ended March 31, 2013. June 27, 2013 to the closing of the ordinary general meeting of shareholders of MINATO for the fiscal year ended March 31, 2014. June 27, 2014 to the closing of the ordinary general meeting of shareholders of MINATO for the fiscal year ended March 31, 2015.

Exercise period

July 21, 2012 to

July 20, 2042

July 20, 2013 to

July 19, 2043

July 19, 2014 to

July 18, 2044

 (Note) Number of stock options has been converted and stated as number of shares.

 

14


b. Stock options granted and changes

  Number of stock options (Note)

Date of resolution June 28, 2012 June 27, 2013 June 27, 2014  
Before vested (shares)      

Previous fiscal year-end

272,000         306,000         —        

Granted

—         —         320,000        

Forfeited

—         —         12,000        

Vested

70,000         83,000         46,000        

Outstanding

202,000         223,000         262,000        

After vested (shares)

     

Previous fiscal year-end

73,000         22,000         —        

Vested

70,000         83,000         46,000        

Exercised

—         —         —        

Forfeited

—         —         —        

Exercisable

143,000         105,000         46,000        

(Note) Number of stock options has been converted and stated as number of shares.

  Price information

Date of resolution June 28, 2012 June 27, 2013 June 27, 2014  

Exercise price (yen)

1         1         1        
Average exercise price (yen) —         —         —        
Fair value at the grant date (yen) 132         166         181        

c. Valuation technique used for valuing fair value of stock options

  Stock options granted in the fiscal year were valuated using the following valuation technique.

  (i)   Valuation technique: Black-Scholes option-pricing model

  (ii)  Principal parameters used in the option-pricing model

Date of resolution June 27, 2014  

Expected volatility (Note 1)

26.49%             

Average expected life

(Note 2)

2 years             

Expected dividends (Note 3)

5 yen per share             

Risk-free interest rate

(Note 4)

0.06%             

 (Notes)

   1.

Calculated based on the actual stock prices during 2 years from July 19, 2012 to July 18, 2014.

   2.

The average expected life could not be estimated rationally due to insufficient amount of data. Therefore, it was estimated based on average assumption periods of directors of MINATO.

   3.

Expected dividends are based on the actual dividends on common stock for the fiscal year ended March 31, 2014.

   4.

Japanese government bond yield corresponding to the average expected life.

d. Method of estimating number of stock options vested

Only the actual number of forfeited stock options is reflected because it is difficult to rationally estimate the actual number of stock options that will be forfeited in the future.

 

15


<Notes to Consolidated Statement of Income>

1.

Classifications of income and expenses in the consolidated statement of income conform to the provisions of Enforcement Ordinance of the Banking Act (Ministry of Finance Ordinance No. 10 of 1982).

2.

Amounts less than one million yen have been rounded down.

3.

“Other” in the “Other income” included gains on sales of stocks and other securities of 83,503 million yen.

4.

“Other expenses” included write-off of loans of 76,997 million yen and provision for reserve for losses on interest repayment of 64,836 million yen.

5.

The difference between the recoverable amount and the book value of the following assets is recognized as “Losses on impairment of fixed assets” and included in “Extraordinary losses” in the fiscal year.

 

   Year ended March 31, 2015

Unit: millions of yen
Area Purpose of use Type Impairment loss

Tokyo metropolitan area

Branches   3 items Land and buildings, etc. 77
Idle assets 36 items 3,019
Others   1 item 0

Kinki area

Branches   4 items Land and buildings, etc.         137
  Corporate assets   2 items   12
  Idle assets 29 items   1,802

Other

Corporate assets   1 item Land and buildings, etc. 0
Idle assets 11 items 59

At SMBC, a branch, which continuously manages and determines its income and expenses, is the smallest unit of asset group for recognition and measurement of impairment loss of fixed assets. Assets such as corporate headquarters facilities, training facilities, data and system centers, and health and recreational facilities which do not produce cash flows that can be attributed to individual assets are treated as corporate assets. As for idle assets, impairment loss is measured individually. At the Company and other consolidated subsidiaries, a branch or other group is the smallest asset grouping unit as well.

SMBC and other consolidated subsidiaries reduced the carrying amounts of long-lived assets of which investments are not expected to be fully recovered to their recoverable amounts, and recognized the losses as “Losses on impairment of fixed assets,” which is included in “Extraordinary losses.” SMBC reduced the carrying amounts of idle assets, and other consolidated subsidiaries reduced the carrying amounts of their branches, corporate assets and idle assets.

The recoverable amount is calculated using net realizable value which is basically determined by subtracting the expected disposal cost from the appraisal value based on the Real Estate Appraisal Standard.

<Notes to Consolidated Statement of Changes in Net Assets>

1.

Amounts less than one million yen have been rounded down.

2.

Type and number of shares issued and treasury stock

 

    Year ended March 31, 2015

Unit: number of shares
  

As of

beginning of
the fiscal year

Increased in
the fiscal year
Decreased in
the fiscal year
As of the
fiscal year-end
Remarks

Shares issued

         

Common stock

1,414,055,625   —   —   1,414,055,625    

Total

1,414,055,625   —   —   1,414,055,625    

Treasury stock

         

Common stock

46,781,669   37,310   4,778   46,814,201   (Notes 1, 2)

Total

46,781,669    37,310   4,778   46,814,201    

    (Notes)

    1.

Increase of 37,310 shares in the number of treasury common stock was due to purchases of fractional shares.

    2.

Decrease of 4,778 shares in the number of treasury common stock was due to sales of fractional shares and exercise of stock options.

 

16


  3.

Information on stock acquisition rights

March 31, 2015

  Detail of stock acquisition rights Type of shares Number of shares

Balance as  

of the fiscal year-end  

(millions of yen)  

Remarks

Beginning

of the

fiscal year

Increase in

the fiscal

year

Decrease

in the

fiscal year

Fiscal year-end
The Company Stock acquisition rights as stock options 2,085       
Consolidated subsidiaries 198       
Total     2,284       

 

  4.

Information on dividends:

  (1)

 Dividends paid in the fiscal year

Date of

resolution

Type of shares

Cash

dividends

(millions of

yen)

Cash dividends  

per share (yen)  

Record date Effective date
Ordinary General Meeting of Shareholders held on June 27, 2014 Common stock 91,656   65   March 31, 2014 June 27, 2014
Meeting of the Board of Directors held on November 13, 2014 Common stock 84,604   60   September 30, 2014   December 3, 2014

 

  (2)

 Dividends to be paid in the next fiscal year

Date of

resolution

Type of shares

Cash

dividends

(millions of yen)

Source of dividends

Cash  

dividends per  

share (yen)  

Record date Effective date
Ordinary General Meeting of Shareholders held on June 26, 2015 Common stock 112,804   Retained earnings 80   March 31, 2015 June 26, 2015

 

17


<Notes to Financial Instruments>

1. Status of financial instruments

  (1)

Policies on financial instruments

The Group conducts banking and other financial services such as leasing, securities, consumer finance, system development and information processing. Its banking business includes deposit taking, lending, securities trading and investment, remittance and transfer, foreign exchange, bond subscription agent, trust business, and over-the-counter sales of securities investment trusts and insurance products.

These services entail holding of financial assets such as loans and bills discounted, bonds, and stocks. Meanwhile, the Group raises funds through deposit taking, borrowing, bond offering, etc. Furthermore, it undertakes derivative transactions to meet customers’ hedging needs, to control market risk associated with deposit taking and lending (“ALM purposes”), and to make profit on short-term fluctuations in interest rates, foreign exchange rates, etc. (“trading purposes”). At SMBC, the Company’s major consolidated subsidiary, derivative transactions for ALM purposes are undertaken by the Treasury Dept. and the International Treasury Dept. of the Treasury Unit, while derivative transactions for trading purposes are undertaken by the Trading Dept. of the Treasury Unit.

  (2)

Details of financial instruments and associated risks

  1)

Financial assets

The main financial assets held by the Group include loans to foreign and domestic companies and domestic individuals, and securities such as bonds (government and corporate bonds) and stocks (foreign and domestic stocks), etc. Bonds such as government bonds are held for both trading and ALM purposes, and certain bonds are held as held-to-maturity securities. Stocks are held mainly for strategic purposes. These assets expose the Group to credit risk, market risk and liquidity risk. Credit risk is the risk of loss arising from nonperformance of obligations by the borrower or issuer due to factors such as deterioration in the borrower’s/issuer’s financial conditions. Market risk is the risk stemming from fluctuations in interest rates, exchange rates, or share prices. Liquidity risk is the risk arising from difficulty executing transactions in desired quantities at appropriate prices due to low market liquidity. These risks are properly monitored and managed based on “(3) Risk management framework for financial instruments” below.

  2)

Financial liabilities

Financial liabilities of the Group include borrowed money and bonds, etc. in addition to deposits. Deposits mainly comprise deposits of domestic and foreign companies and domestic individuals. Borrowed money and bonds include subordinated debt and subordinated bonds. Also, financial liabilities, like financial assets, expose the Group to not only market risk but also funding liquidity risk: the risk of the Group not being able to raise funds due to market turmoil, deterioration in the Group’s creditworthiness or other factors. These risks are properly monitored and managed based on “(3) Risk management framework for financial instruments” below.

  3)

Derivative transactions

Derivatives handled by the Group include foreign exchange futures; futures, forwards, swaps and options related to interest rates, currencies, equities, bonds and commodities; and credit and weather derivatives.

Major risks associated with derivatives include market risk, liquidity risk, and credit risk arising from nonperformance of contractual obligations due to deterioration in the counterparty’s financial conditions. These risks are properly monitored and managed based on “(3) Risk management framework for financial instruments” below.

Hedge accounting is applied to derivative transactions executed for ALM purposes, as necessary. Hedging instruments, hedged items, hedging policy and the method to assess the effectiveness of hedging are described in <Significant Accounting Policies for Preparing Consolidated Financial Statements>, 3. Accounting policies, (16) Hedge accounting.

  (3)

Risk management framework for financial instruments

The fundamental matters on risk management for the entire Group are set forth in “Regulations on Risk Management.” The Company’s Management Committee establishes the basic risk management policy for the entire Group, based on the regulations, which is then approved by the Board of Directors. Each Group company has a risk management system based on the basic policy. The Corporate Risk Management Dept., which, together with the Corporate Planning Dept., controls risk management across the Group by monitoring the development and implementation of each Group company’s risk management system, and gives appropriate guidance as needed. Under this framework, the Company comprehensively and systematically manages risks on a Group basis.

 

18


  1)

Management of credit risk

The Company has established fundamental principles on credit risk management to thoroughly manage the credit risk of the entire Group. Each group company conducts integrated management of credit risk according to its operational characteristics, and the credit risk inherent in the entire portfolio as well as the risk in individual credits are managed quantitatively and continuously.

a. Credit risk management system

At SMBC, the Company’s major consolidated subsidiary, basic policies on credit risk management and other significant matters require the resolution of Management Committee and the approval of Board of Directors.

The Credit & Investment Planning Dept. of the Risk Management Unit is responsible for the comprehensive management of credit risk. This department establishes, revises or abolishes credit policies, the internal rating system, credit authority regulations, credit application regulations, and manages non-performing loans and other aspects of credit portfolio management. The department also controls SMBC’s total credit risk by quantifying credit risk (i.e. calculating risk capital and risk-weighted assets) in cooperation with the Corporate Risk Management Dept. The department also monitors risk situations and regularly reports to the Management Committee and the Board of Directors.

Moreover, the Credit Portfolio Management Dept. within the Credit & Investment Planning Dept. works to stabilize SMBC’s overall credit portfolio through using credit derivatives and selling loan claims.

The Credit Departments of Wholesale Banking Unit, Retail Banking Unit and other business units play a central role in credit screening and managing their units’ credit portfolios. In the Wholesale Banking Unit, the Credit Administration Dept. is responsible for formulating and implementing measures to reduce SMBC’s exposures mainly to borrowers classified as potentially bankrupt or lower. Each business unit establishes its credit limits based on the baseline amounts for each borrower grading category. Borrowers or loans perceived to have high credit risk undergo intensive evaluation and administration by the unit’s Credit Department. The Corporate Research Dept. analyzes industries as well as investigates individual borrowers’ business situations to detect early signs of problems.

Moreover, the Credit Risk Management Committee, a consultative body straddling the business units, rounds out SMBC’s oversight system for undertaking flexible and efficient control of credit risk and ensuring the overall soundness of SMBC’s loan operations.

In addition to these, the Internal Audit Unit, operating independently of the business units, audits asset quality, grading accuracy, self-assessment, and appropriateness of the credit risk management system, and reports the results directly to the Board of Directors and the Management Committee.

b. Method of credit risk management

SMBC properly manages the credit risk inherent in individual loans and the entire portfolio by assessing and quantifying the credit risk of each borrower/loan using the internal rating system. In addition to management of individual loans through credit screening and monitoring, it manages the credit portfolio as described below in order to secure and improve the credit portfolio’s soundness and medium-term profitability.

  -

Appropriate risk-taking within the scope of capital

To limit credit risks to a permissible level relative to capital, “credit risk capital limit” has been established for internal control purposes. Based on this limit, guidelines are set for each business unit. Regular monitoring is conducted to ensure that these are being followed.

  -

Controlling concentration of risk

Concentration of risk in specific borrowers/industries/countries could severely reduce a bank’s capital should it materialize. SMBC therefore implements measures to prevent concentration of credit risk in specific industries, and control large exposures to individual borrowers by setting maximum loan amounts and conducting thorough loan reviews. To manage country risk, SMBC also has credit limit guidelines based on each country’s creditworthiness.

  -

Greater understanding of actual corporate conditions and balancing returns and risks

SMBC runs credit operations on the basic principle of thoroughly understanding actual corporate conditions and gaining profit commensurate with the level of credit risk entailed, and makes every effort to improve profit at after-cost (credit cost, capital cost and overhead) level.

 

19


  -

Reduction and prevention of non-performing loans

For non-performing loans and potential non-performing loans, SMBC carries out loan reviews to clarify credit policies and action plans, enabling it to swiftly implement measures to prevent deterioration of borrowers’ business situations, support business recoveries, collect on loans, and enhance loan security.

In regards to financial instruments such as investments in certain funds, securitized products and credit derivatives that indirectly retain risks related to assets such as corporate bonds and loan claims (underlying assets), such instruments entail market and liquidity risks in addition to credit risk, since such instruments are traded on the market. Credit risk management for these instruments involving detailed analysis and evaluation of characteristics of underlying assets is performed while market risk is comprehensively managed within the framework for managing market and liquidity risks. Moreover, guidelines have been established based on the characteristics of each type of risk to appropriately manage risks of incurring losses.

In regards to credit risk of derivative transactions, the potential exposure based on the market price is regularly calculated and properly managed. When the counterparty is a financial institution with whom SMBC frequently conducts derivative transactions, measures such as a close-out netting provision, which provide that offsetting credit exposures between the 2 parties will be combined into a single net payment from 1 party to the other in case of bankruptcy or other default event, are implemented to reduce credit risk.

  2)

 Management of market and liquidity risks

The Company manages market and liquidity risks across the entire Group by setting allowable risk limits; ensuring the transparency of the risk management process; and clearly separating front-office, middle-office, and back-office operations for a highly efficient system of mutual checks and balances.

a. Market and liquidity risk management systems

At SMBC, important matters such as basic policies for managing market and liquidity risks and risk management framework are determined by the Management Committee and then approved by the Board of Directors.

The aforementioned Corporate Risk Management Dept., which is independent of the business units that directly handle business transactions, manages market and liquidity risks in an integrated manner. The department also monitors market and liquidity risk situations and regularly reports to the Management Committee and the Board of Directors.

Furthermore, its cross-departmental “ALM Committee” reports on the state of observance of SMBC’s market risk capital and liquidity risk capital limits, and deliberates on administration of ALM policies. It also has a system whereby front-office departments, middle-office departments and back-office departments check each other’s work in order to prevent clerical errors, unauthorized transactions, etc.

In addition, its Internal Audit Unit, which is independent of other departments, periodically performs comprehensive internal audits to verify that the risk management framework is properly functioning and reports the audit results to the Management Committee, the Board of Directors and other concerned committees and departments.

b. Market and liquidity risk management methodology

  -

 Market risk management

SMBC manages market risk by setting maximum loss and VaR (value at risk: maximum potential loss that may be incurred to a specific financial instrument for a given probability) within the market risk capital limit, which is set taking into account stockholders’ equity and other factors in accordance with the market transaction policies.

SMBC uses the historical simulation method (a method for estimating the maximum loss by running simulations of changes in profit and loss on market fluctuations scenarios based on historical data) to measure VaR. Regarding banking activities (activities for generating profit through management of interest rates, terms, and other aspects of assets such as loans and bonds and liabilities such as deposits) and trading activities (activities for generating profit by taking advantage of short-term fluctuations in market values and differences in value among markets), SMBC calculates the maximum loss that may occur as a result of market fluctuations in 1 day with a probability of 1% based on 4 years of historical observation. With regard to the holding of shares (such as listed shares) for the purpose of strategic investment, SMBC calculates the maximum loss that may occur as a result of market fluctuations in 1 year with a probability of 1% based on 10 years of historical observation.

Regarding risks associated with foreign exchange rates, interest rates, equity risk, option prices and other market risk factors, SMBC manages such risks by setting a maximum limit on the indicator suited for each market risk factor such as BPV (basis point value: denotes the change in value of a financial instrument resulting from a 0.01 percentage-point change in the yield).

 

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  -

Quantitative information on market risks

As of March 31, 2015, total VaR of SMBC and its major consolidated subsidiaries was 39.0 billion yen for the banking activities, 14.5 billion yen for the trading activities and 1,447.7 billion yen for the holding of shares (such as listed shares) for the purpose of strategic investment.

However, it should be noted that these figures are statistical figures that change according to changes in assumptions and calculation methods, and may not cover the risk of future market conditions fluctuating drastically compared to market fluctuations of the past.

  -

Liquidity risk management

At SMBC, funding liquidity risk is managed based on a framework consisting of setting funding gap limits, maintaining a system of highly liquid supplementary funding sources, and establishing contingency plans. A funding gap is the amount of funds needed in the future to cover duration mismatch between required investments and funding resources. SMBC tries to avoid excessive reliance on short-term funds by managing funding gap limits and has established a contingency plan covering emergency action plans such as reducing funding gap limits. In addition, to ensure smooth fulfillment of transactions in face of market turmoil, it holds assets such as U.S. treasuries that can be sold immediately and emergency committed lines as supplemental liquidity.

Moreover, to manage the liquidity risk of marketable instruments, derivative transactions, etc., SMBC has trading limits for each business office classified by currency, instrument, transaction period, etc. As for financial futures, etc., risks are managed by restricting positions to within a certain percentage of open interest in the entire market.

  (4)

Supplementary explanations about matters concerning fair value of financial instruments

Fair values of financial instruments are based on their market prices and, in cases where market prices are not available, on reasonably calculated prices. These prices have been calculated using certain assumptions, and may differ if calculated based on different assumptions.

 

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2. Fair Value of Financial Instruments

 

  (1)

“Consolidated balance sheet amount,” “Fair value” and “Net unrealized gains (losses)” of financial instruments as of March 31, 2015 are as follows. The amounts shown in the following table do not include financial instruments (see (3) below) whose fair values are extremely difficult to determine, such as unlisted stocks classified as other securities, and stocks of subsidiaries and affiliates.

 

   March 31, 2015 Unit:  millions  of  yen
   Consolidated
      balance sheet      
amount
        Fair value        

    Net unrealized    

gains (losses)

1) Cash and due from banks (Note 1)

  39,739,777      39,746,763    6,986 

2) Call loans and bills bought (Note 1)

  1,326,280      1,327,080    800 

3) Receivables under resale agreements

  746,431      747,509    1,077 

4) Receivables under securities borrowing transactions

  6,477,063      6,477,657    593 

5) Monetary claims bought (Note 1)

  4,282,392      4,293,764    11,371 

6) Trading assets

   

  Securities classified as trading purposes

  3,235,701      3,235,701    — 

7) Money held in trust

  7,087      7,087    — 

8) Securities

   

  Bonds classified as held-to-maturity

  3,397,151      3,417,732    20,580 

  Other securities

  25,031,810      25,031,810    — 

9) Loans and bills discounted

  73,068,240     

  Reserve for possible loan losses (Note 1)

  (461,747  
    72,606,492      74,598,557    1,992,064 

10) Foreign exchanges (Note 1)

  1,903,702      1,907,769    4,066 

11) Lease receivables and investment assets (Note 1)

  1,899,760      1,974,558    74,798 

Total assets

  160,653,651      162,765,990    2,112,338 

1) Deposits

  101,047,918      101,053,137    5,219 

2) Negotiable certificates of deposit

  13,825,898      13,829,279    3,381 

3) Call money and bills sold

  5,873,123      5,873,118    (5)

4) Payables under repurchase agreements

  991,860      991,860    — 

5) Payables under securities lending transactions

  7,833,219      7,833,219    — 

6) Commercial paper

  3,351,459      3,351,431    (27)

7) Trading liabilities

   

  Trading securities sold for short sales

  2,193,399      2,193,399    — 

8) Borrowed money

  9,778,095      9,828,014    49,918 

9) Foreign exchanges

  1,110,822      1,110,822    — 

10) Short-term bonds

  1,370,800      1,370,799    (0)

11) Bonds

  6,222,918      6,437,691    214,772 

12) Due to trust account

  718,133      718,133    — 

Total liabilities

  154,317,650      154,590,909    273,259 

Derivative transactions (Note 2)

             

  Hedge accounting not applied

  593,008      593,008    — 

  Hedge accounting applied

  [861,906   [861,906 — 

Total

  [268,898   [268,898 — 

    (Notes)

1.  

The amounts do not include general reserve for possible loan losses and specific reserve for possible loan losses. The reserves for possible losses on “Cash and due from banks,” “Call loans and bills bought,” “Monetary claims bought,” “Foreign exchanges,” and “Lease receivables and investment assets” are deducted directly from “Consolidated balance sheet amount” since they are immaterial.

2.  

The amounts collectively represent the derivative transactions which are recorded on “Trading assets,” “Trading liabilities,” “Other assets” and “Other liabilities.” Debts and credits arising from derivative transactions are presented on a net basis, with a net debt presented in square brackets.

 

 

22


  (2)

Fair value calculation methodology for financial instruments

Assets

1) Cash and due from banks, 2) Call loans and bills bought, 3) Receivables under resale agreements, 4) Receivables under securities borrowing transactions, 9) Loans and bills discounted, 10) Foreign exchanges and 11) Lease receivables and investment assets:

Of these transactions, for dues from banks without maturity and overdrafts with no specified repayment dates, the book values are used as fair value as they are considered to approximate their fair value.

For short-term transactions with remaining maturity not exceeding 6 months, in principle, the book values are used as fair value as they are considered to approximate their fair value.

The fair value of those with a remaining maturity of more than 6 months is, in principle, the present value of future cash flows (calculated by discounting estimated future cash flows, taking into account factors such as the borrower’s internal rating and pledged collateral, using a rate comprising of a risk-free interest rate and an adjustment). Certain consolidated subsidiaries of the Company calculate the present value by discounting the estimated future cash flows computed based on the contractual interest rate, using a rate comprising a risk-free rate and a credit risk premium.

Regarding claims on bankrupt borrowers, effectively bankrupt borrowers and potentially bankrupt borrowers, expected losses on such claims are calculated based on either the expected recoverable amount from disposal of collateral or guarantees, or the present value of expected future cash flows. Since the claims’ balance sheet amounts minus the expected amount of loan losses approximate their fair values, such amounts are considered to be their fair values.

5) Monetary claims bought:

The fair values of monetary claims bought, such as subordinated trust beneficiary interests related to securitized housing loans, are based on the assessed value of underlying housing loans securitized through the trust scheme minus the assessed value of senior beneficial interests, etc. The fair values of other transactions are, in principle, based on prices calculated using methods similar to the methods applied to 9) Loans and bills discounted.

6) Trading assets:

The fair values of bonds and other securities held for trading purposes are, in principle, based on their market price at the end of the fiscal year.

7) Money held in trust:

The fair values of money held in trust are, in principle, based on the market prices of securities held in trust calculated using methods similar to the methods applied to 8) Securities.

8) Securities:

In principle, the fair values of stocks (including foreign stocks) are based on the average market price during 1 month before the end of the fiscal year. The fair values of bonds and securities with market prices other than stocks are prices calculated based on their market prices as of the end of the fiscal year.

In light of the “Practical Solution on Measurement of Fair Value for Financial Assets” (ASBJ Practical Issue Task Force No. 25), the fair values of floating rate government bonds are based on the present value of future cash flows (the government bond yield is used to discount and estimate future cash flows). Bond yield and yield volatility are the main price parameters. The fair values of those without market prices, such as private placement bonds, are based on the present value of future cash flows calculated by discounting estimated future cash flows taking into account the borrower’s internal rating and pledged collateral by a rate comprising a risk-free interest rate and an adjustment.

However, the fair values of bonds, such as private placement bonds issued by bankrupt borrowers, effectively bankrupt borrowers and potentially bankrupt borrowers are based on the bond’s book value after the deduction of the expected amount of a loss on the bond computed by using the same method applied to the estimation of a loan loss. Meanwhile, the fair values of publicly offered investment trusts are calculated based on the published net asset value (NAV) per share, while those of private placement investment trusts are calculated based on the NAV published by securities firms and other financial institutions.

 

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Liabilities

1) Deposits, 2) Negotiable certificates of deposit and 12) Due to trust account:

The fair values of demand deposits and deposits without maturity are based on their book values. The fair values of short-term transactions with remaining maturity not exceeding 6 months are also based on their book values, as their book values are regarded to approximate their market values.

The fair values of transactions with a remaining maturity of more than 6 months are, in principle, based on the present value of estimated future cash flows calculated using the rate applied to the same type of deposits that are newly accepted until the end of the remaining maturity.

3) Call money and bills sold, 4) Payables under repurchase agreements, 5) Payables under securities lending transactions, 6) Commercial paper, 8) Borrowed money, 10) Short-term bond and 11) Bonds:

The fair values of short-term transactions with remaining maturity not exceeding 6 months are based on their book values, as their book values are considered to approximate their fair values. For transactions with a remaining maturity of more than 6 months, their fair values are, in principle, based on the present value of estimated future cash flows calculated using the refinancing rate applied to the same type of instruments for the remaining maturity. The fair values of bonds are based on the present value of future cash flows calculated using the rate derived from the data on the yields of benchmark bonds and publicly-offered subordinated bonds published by securities firms.

7) Trading liabilities:

The fair values of bonds sold for short sales and other securities for trading purposes are, in principle, based on their market prices as of the end of the fiscal year.

9) Foreign exchanges:

The fair values of foreign currency-denominated deposits without maturity received from other banks are based on their book values.

The fair values of foreign exchange related short-term borrowings are based on their book values, as their book values are regarded to approximate their fair values.

Derivatives transactions

The fair values of exchange-traded derivatives are based on their closing prices. With regard to OTC transactions, the fair values of interest rate, currency, stock, bond and credit derivatives are based on their prices calculated based on the present value of the future cash flows, option valuation models, etc. The fair values of commodity derivatives transactions are based on their prices calculated based on the derivative instrument’s components, including price and contract term.

  (3)

Consolidated balance sheet amount of financial instruments whose fair values are extremely difficult to determine are as follows.

Unit:  millions  of  yen

Item

As of March 31, 2015

Monetary claims bought

 
  Monetary claims bought without market prices (Note 1) 2,537

Securities

 
  Unlisted stocks, etc. (Note 2) 361,541
  Investments in partnerships, etc. (Note 3) 259,445

Total

623,523

(Notes)

  1.   

Beneficiary claims on loan trusts (a) that behave more like equity than debt, (b) that do not have market prices, and (c) for which it is difficult to rationally estimate their fair values.

  2.   

They are not included in the scope of fair value disclosure since there are no market prices and it is extremely difficult to determine their fair values.

  3.   

They are capital contributions with no market prices. The above-stated amount includes the book value amount of investments in the partnership of which the Company records net changes in their balance sheets and statements of income.

<Notes to Per Share Data>

Net assets per share:

6,598.87 yen

Net income per share:

551.18 yen

 

24


Notes to Non-Consolidated Financial Statements

<Notes to Significant Accounting Policies for Non-Consolidated Financial Statements>

1.

Standards for recognition and measurement of securities

Investments in subsidiaries and affiliates: Carried at cost using the moving-average method

2.

Depreciation

  (1)

Tangible fixed assets

Declining balance method (However, buildings are depreciated on the straight-line method.)

  (2)

Intangible fixed assets

Intangible fixed assets are depreciated using the straight-line method. Capitalized software for internal use owned by the Company is depreciated over its estimated useful life (basically 5 years).

3.

Accounting method for deferred assets

Bond issuance cost is expensed in full amount at the time of expenditure.

4.

Translation of foreign-currency assets and liabilities

Assets and liabilities denominated in foreign currencies are translated into Japanese yen mainly at the exchange rate prevailing at the balance sheet date, with the exception of stocks of subsidiaries and affiliates translated at rates prevailing at the time of acquisition.

5.

Accounting standards for reserves

  (1)

Reserve for employee bonuses

Reserve for employee bonuses is provided for payment of bonuses to employees, in the amount of estimated bonuses, which are attributable to the fiscal year.

  (2)

Reserve for executive bonuses

Reserve for executive bonuses is provided for payment of bonuses to executives (including executive officers, hereinafter the same), in the amount of estimated bonuses, which are attributable to the fiscal year.

6.

Consumption taxes

National and local consumption taxes are accounted for using the tax-excluded method.

<Change in Presentation>

Non-Consolidated Statement of Income

Interest on short-term borrowings presented as “Interest on borrowings” in “Non-operating expenses” for the previous fiscal year is presented as “Interest on short-term borrowings” for the fiscal year ended March 31, 2015.

<Notes to Non-Consolidated Balance Sheet>

1.

Amounts less than one million yen have been rounded down.

2.

Accumulated depreciation on tangible fixed assets: 16 million yen

3.

Subordinated loans

Long-term loans receivable from subsidiaries and affiliates here refer to subordinated loans whose obligations, by special conditions, are honored with lesser priority than other debt obligations.

4.

Subordinated bonds

Bonds here refer to subordinated bonds.

5.

Subordinated borrowings

Long-term borrowings here refer to subordinated borrowings whose obligations, by special conditions, are honored with lesser priority than other debt obligations.

6.

Guarantee liabilities

The Company is offering guarantees in the amount of 258,616 million yen to the Deposit Protection Fund of the Association of German Banks, in regard to customer withdrawals of deposits at SMBC’s Dusseldorf Branch.

7.   Short-term monetary claims to affiliates: 208,564 million yen
  Long-term monetary claims to affiliates: 376,262 million yen
  Short-term monetary debts to affiliates: 1,230,145 million yen
  Long-term monetary debts to affiliates: 266,700 million yen

 

25


<Notes to Non-Consolidated Statement of Income>

1.

Amounts less than one million yen have been rounded down.

2.

Related party transactions

Operating income:

527,391 million yen

Operating expenses:

16,284 million yen

Transactions other than operating transactions:

6,674 million yen

<Notes to Non-Consolidated Statement of Changes in Net Assets>

1.

Amounts less than one million yen have been rounded down.

2.

Type and number of treasury stock:

 

     Year ended March 31, 2015       Unit: number of shares  
   As of  
beginning of  
the fiscal year  
Increased in  
the fiscal year  
Decreased in  
the fiscal year  
As of the  
fiscal year-end  
Remarks

Treasury stock

         

  Common stock

3,960,805   37,310   4,778   3,993,337   (Notes 1, 2)

  Total

3,960,805   37,310   4,778   3,993,337    

(Notes)

  1.

The increase of 37,310 shares in the number of treasury common stock was due to purchases of fractional shares.

  2.

The decrease of 4,778 shares in the number of treasury common stock was due to sales of fractional shares and exercise of stock options.

<Notes to Tax Effect Accounting>

Breakdown of major factors leading to the occurrence of deferred tax assets

 

  Millions of yen   

Deferred tax assets

Shares of subsidiaries

  991,249       

Others

 

 

39,454    

 

  

 

    

 

 

    

Subtotal deferred tax assets

  1,030,704       

Valuation allowance

 

 

(1,030,704)   

 

  

 

    

 

 

    

Total deferred tax assets

 

 

–    

 

  

 

    

 

 

    

Net amount of deferred tax assets

 

 

–    

 

  

 

    

 

 

    

 

<Notes to Per Share Information>

  Net assets per share:

  3,518.78 yen       

  Net income per share:

  344.64 yen       

 

26