[20-F] Mizuho Financial Group, Inc. American Files Annual Report (Foreign Issuer)
Mizuho Financial Group (NYSE:MFG) filed its 20-F annual report highlighting key financial and operational updates. The filing reveals significant changes including an increase in statutory tax rates to 31.52% from 30.62% effective FY2027, and substantial derivatives exposure with assets of ¥15,324 billion and liabilities of ¥15,722 billion as of March 2025. The group reported notable increases in commercial paper and short-term notes, reaching ¥2,138 billion and ¥567 billion respectively by March 2025. The report also details loan modifications, assets held for sale worth ¥68,966 million, and enhanced disclosures on credit risk management.
Mizuho Financial Group (NYSE:MFG) ha presentato il suo rapporto annuale 20-F evidenziando aggiornamenti finanziari e operativi chiave. Il documento rivela cambiamenti significativi, tra cui un aumento delle aliquote fiscali statutarie al 31,52% dal 30,62%, a partire dall'anno fiscale 2027, e un'esposizione sostanziale ai derivati con attività per ¥15.324 miliardi e passività per ¥15.722 miliardi a marzo 2025. Il gruppo ha registrato incrementi notevoli nella carta commerciale e nelle note a breve termine, raggiungendo rispettivamente ¥2.138 miliardi e ¥567 miliardi a marzo 2025. Il rapporto include inoltre dettagli sulle modifiche ai prestiti, attività in vendita per un valore di ¥68.966 milioni e una maggiore trasparenza nella gestione del rischio di credito.
Mizuho Financial Group (NYSE:MFG) presentó su informe anual 20-F destacando actualizaciones financieras y operativas clave. El documento revela cambios significativos, incluyendo un aumento en las tasas impositivas legales al 31,52% desde 30,62% efectivo a partir del año fiscal 2027, y una exposición considerable a derivados con activos por ¥15,324 mil millones y pasivos por ¥15,722 mil millones a marzo de 2025. El grupo reportó aumentos notables en papel comercial y pagarés a corto plazo, alcanzando ¥2,138 mil millones y ¥567 mil millones respectivamente para marzo de 2025. El informe también detalla modificaciones en préstamos, activos en venta por valor de ¥68,966 millones y una mayor divulgación en la gestión del riesgo crediticio.
Mizuho Financial Group (NYSE:MFG)는 주요 재무 및 운영 업데이트를 강조하는 20-F 연례 보고서를 제출했습니다. 보고서에는 2027 회계연도부터 법정 세율이 31.52%로 30.62%에서 인상된 점과 2025년 3월 기준 자산 ¥15,324억, 부채 ¥15,722억에 달하는 상당한 파생상품 노출이 포함되어 있습니다. 그룹은 2025년 3월까지 상업어음과 단기채권이 각각 ¥2,138억과 ¥567억으로 크게 증가했다고 보고했습니다. 보고서에는 대출 변경, 매각 예정 자산 ¥68,966백만 및 신용 위험 관리에 대한 강화된 공시도 상세히 설명되어 있습니다.
Mizuho Financial Group (NYSE:MFG) a déposé son rapport annuel 20-F mettant en lumière des mises à jour financières et opérationnelles clés. Le dépôt révèle des changements significatifs, notamment une augmentation des taux d'imposition légaux à 31,52% contre 30,62%, effective à partir de l'exercice 2027, ainsi qu'une exposition importante aux dérivés avec des actifs de ¥15 324 milliards et des passifs de ¥15 722 milliards au mars 2025. Le groupe a signalé des augmentations notables des billets de trésorerie et des billets à court terme, atteignant respectivement ¥2 138 milliards et ¥567 milliards en mars 2025. Le rapport détaille également les modifications de prêts, des actifs détenus en vue de la vente d'une valeur de ¥68 966 millions et des divulgations renforcées sur la gestion du risque de crédit.
Mizuho Financial Group (NYSE:MFG) hat seinen 20-F Jahresbericht eingereicht, der wichtige finanzielle und operative Aktualisierungen hervorhebt. Die Einreichung zeigt bedeutende Änderungen, darunter eine Erhöhung der gesetzlichen Steuersätze auf 31,52% von 30,62% mit Wirkung ab dem Geschäftsjahr 2027, sowie eine erhebliche Derivateexponierung mit Vermögenswerten von ¥15.324 Milliarden und Verbindlichkeiten von ¥15.722 Milliarden zum März 2025. Die Gruppe meldete deutliche Zuwächse bei Commercial Papers und kurzfristigen Schuldscheinen, die bis März 2025 jeweils ¥2.138 Milliarden und ¥567 Milliarden erreichten. Der Bericht enthält zudem Details zu Kreditänderungen, zum Verkauf stehenden Vermögenswerten im Wert von ¥68.966 Millionen sowie erweiterte Angaben zum Kreditrisikomanagement.
- Proactive risk management through master netting arrangements for derivatives
- Strategic portfolio optimization with ¥68,966 million assets held for sale
- Enhanced liquidity through increased commercial paper and short-term note issuance
- Sophisticated loan modification program supporting credit risk management
- Increased statutory tax rate to 31.52% will impact future earnings
- Substantial derivatives exposure indicating heightened counterparty risk
- Reduced interest income potential from loan modifications
- Increased reliance on short-term funding sources
Insights
Significant balance sheet expansion and increased leverage indicate aggressive growth strategy, while tax rate changes may impact future earnings.
The substantial increase in derivatives exposure and commercial paper issuance suggests an expanding risk appetite and increased leverage. The derivatives portfolio's size, with assets of ¥15,324 billion and liabilities of ¥15,722 billion, represents significant counterparty risk exposure. The loan modification program, extending weighted-average life by 12.1 months and reducing interest rates by 0.6%, indicates proactive credit risk management but could impact interest income. The statutory tax rate increase to 31.52% will affect profitability from FY2027 onward.
Enhanced liquidity management through increased short-term funding and strategic asset disposition signals balance sheet optimization efforts.
The significant expansion in commercial paper issuance to ¥2,138 billion represents a strategic shift toward short-term funding. The classification of ¥68,966 million in assets as held for sale indicates active portfolio management and potential strategic repositioning. The implementation of master netting arrangements for derivatives and securities transactions demonstrates sophisticated risk mitigation strategies. The increase in securities borrowing and lending activities suggests enhanced collateral management practices.
Mizuho Financial Group (NYSE:MFG) ha presentato il suo rapporto annuale 20-F evidenziando aggiornamenti finanziari e operativi chiave. Il documento rivela cambiamenti significativi, tra cui un aumento delle aliquote fiscali statutarie al 31,52% dal 30,62%, a partire dall'anno fiscale 2027, e un'esposizione sostanziale ai derivati con attività per ¥15.324 miliardi e passività per ¥15.722 miliardi a marzo 2025. Il gruppo ha registrato incrementi notevoli nella carta commerciale e nelle note a breve termine, raggiungendo rispettivamente ¥2.138 miliardi e ¥567 miliardi a marzo 2025. Il rapporto include inoltre dettagli sulle modifiche ai prestiti, attività in vendita per un valore di ¥68.966 milioni e una maggiore trasparenza nella gestione del rischio di credito.
Mizuho Financial Group (NYSE:MFG) presentó su informe anual 20-F destacando actualizaciones financieras y operativas clave. El documento revela cambios significativos, incluyendo un aumento en las tasas impositivas legales al 31,52% desde 30,62% efectivo a partir del año fiscal 2027, y una exposición considerable a derivados con activos por ¥15,324 mil millones y pasivos por ¥15,722 mil millones a marzo de 2025. El grupo reportó aumentos notables en papel comercial y pagarés a corto plazo, alcanzando ¥2,138 mil millones y ¥567 mil millones respectivamente para marzo de 2025. El informe también detalla modificaciones en préstamos, activos en venta por valor de ¥68,966 millones y una mayor divulgación en la gestión del riesgo crediticio.
Mizuho Financial Group (NYSE:MFG)는 주요 재무 및 운영 업데이트를 강조하는 20-F 연례 보고서를 제출했습니다. 보고서에는 2027 회계연도부터 법정 세율이 31.52%로 30.62%에서 인상된 점과 2025년 3월 기준 자산 ¥15,324억, 부채 ¥15,722억에 달하는 상당한 파생상품 노출이 포함되어 있습니다. 그룹은 2025년 3월까지 상업어음과 단기채권이 각각 ¥2,138억과 ¥567억으로 크게 증가했다고 보고했습니다. 보고서에는 대출 변경, 매각 예정 자산 ¥68,966백만 및 신용 위험 관리에 대한 강화된 공시도 상세히 설명되어 있습니다.
Mizuho Financial Group (NYSE:MFG) a déposé son rapport annuel 20-F mettant en lumière des mises à jour financières et opérationnelles clés. Le dépôt révèle des changements significatifs, notamment une augmentation des taux d'imposition légaux à 31,52% contre 30,62%, effective à partir de l'exercice 2027, ainsi qu'une exposition importante aux dérivés avec des actifs de ¥15 324 milliards et des passifs de ¥15 722 milliards au mars 2025. Le groupe a signalé des augmentations notables des billets de trésorerie et des billets à court terme, atteignant respectivement ¥2 138 milliards et ¥567 milliards en mars 2025. Le rapport détaille également les modifications de prêts, des actifs détenus en vue de la vente d'une valeur de ¥68 966 millions et des divulgations renforcées sur la gestion du risque de crédit.
Mizuho Financial Group (NYSE:MFG) hat seinen 20-F Jahresbericht eingereicht, der wichtige finanzielle und operative Aktualisierungen hervorhebt. Die Einreichung zeigt bedeutende Änderungen, darunter eine Erhöhung der gesetzlichen Steuersätze auf 31,52% von 30,62% mit Wirkung ab dem Geschäftsjahr 2027, sowie eine erhebliche Derivateexponierung mit Vermögenswerten von ¥15.324 Milliarden und Verbindlichkeiten von ¥15.722 Milliarden zum März 2025. Die Gruppe meldete deutliche Zuwächse bei Commercial Papers und kurzfristigen Schuldscheinen, die bis März 2025 jeweils ¥2.138 Milliarden und ¥567 Milliarden erreichten. Der Bericht enthält zudem Details zu Kreditänderungen, zum Verkauf stehenden Vermögenswerten im Wert von ¥68.966 Millionen sowie erweiterte Angaben zum Kreditrisikomanagement.
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Emerging growth company |
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
* |
Not for trading, but only in connection with the registration and listing of the ADSs. |
MIZUHO FINANCIAL GROUP, INC.
ANNUAL REPORT ON FORM 20-F
Table of Contents
| Page | ||||||||
| Presentation of Financial and Other Information |
3 | |||||||
| Forward-Looking Statements |
3 | |||||||
| ITEM 1. |
Identity of Directors, Senior Management and Advisers |
5 | ||||||
| ITEM 2. |
Offer Statistics and Expected Timetable |
5 | ||||||
| ITEM 3. |
Key Information |
6 | ||||||
| 3.A. | Selected Financial Data |
6 | ||||||
| 3.B. | Capitalization and Indebtedness |
8 | ||||||
| 3.C. | Reasons for the Offer and Use of Proceeds |
8 | ||||||
| 3.D. | Risk Factors |
9 | ||||||
| ITEM 4. |
Information on the Company |
22 | ||||||
| 4.A. | History and Development of the Company |
22 | ||||||
| 4.B. | Business Overview |
24 | ||||||
| 4.C. | Organizational Structure |
59 | ||||||
| 4.D. | Property, Plant and Equipment |
61 | ||||||
| ITEM 4A. |
Unresolved Staff Comments |
61 | ||||||
| ITEM 5. |
Operating and Financial Review and Prospects |
62 | ||||||
| ITEM 6. |
Directors, Senior Management and Employees |
106 | ||||||
| 6.A. | Directors and Senior Management |
106 | ||||||
| 6.B. | Compensation |
111 | ||||||
| 6.C. | Board Practices |
119 | ||||||
| 6.D. | Employees |
125 | ||||||
| 6.E. | Share Ownership |
126 | ||||||
| 6.F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation |
127 | ||||||
| ITEM 7. |
Major Shareholders and Related Party Transactions |
127 | ||||||
| 7.A. | Major Shareholders |
127 | ||||||
| 7.B. | Related Party Transactions |
128 | ||||||
| 7.C. | Interests of Experts and Counsel |
128 | ||||||
| ITEM 8. |
Financial Information |
128 | ||||||
| 8.A. | Consolidated Statements and Other Financial Information |
128 | ||||||
| 8.B. | Significant Changes |
129 | ||||||
| ITEM 9. |
The Offer and Listing |
129 | ||||||
| 9.A. | Listing Details |
129 | ||||||
| 9.B. | Plan of Distribution |
129 | ||||||
| 9.C. | Markets |
129 | ||||||
| 9.D. | Selling Shareholders |
129 | ||||||
| 9.E. | Dilution |
129 | ||||||
| 9.F. | Expenses of the Issue |
130 | ||||||
| ITEM 10. |
Additional Information |
130 | ||||||
| 10.A. | Share Capital |
130 | ||||||
| 10.B. | Memorandum and Articles of Association |
130 | ||||||
| 10.C. | Material Contracts |
142 | ||||||
| 10.D. | Exchange Controls |
143 | ||||||
| 10.E. | Taxation |
147 | ||||||
| 10.F. | Dividends and Paying Agents |
154 | ||||||
| 10.G. | Statement by Experts |
154 | ||||||
1
| Page | ||||||||
| 10.H. | Documents on Display |
154 | ||||||
| 10.I. | Subsidiary Information |
154 | ||||||
| 10.J. | Annual Report to Security Holders |
154 | ||||||
| ITEM 11. |
Quantitative and Qualitative Disclosures about Credit, Market and Other Risk |
155 | ||||||
| ITEM 12. |
Description of Securities Other than Equity Securities |
173 | ||||||
| 12.A. | Debt Securities |
173 | ||||||
| 12.B. | Warrants and Rights |
173 | ||||||
| 12.C. | Other Securities |
173 | ||||||
| 12.D. | American Depositary Shares |
173 | ||||||
| ITEM 13. |
Defaults, Dividend Arrearages and Delinquencies | 174 | ||||||
| ITEM 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds | 174 | ||||||
| ITEM 15. |
Controls and Procedures | 174 | ||||||
| ITEM 16A. |
Audit Committee Financial Expert | 175 | ||||||
| ITEM 16B. |
Code of Ethics | 175 | ||||||
| ITEM 16C. |
Principal Accountant Fees and Services | 175 | ||||||
| ITEM 16D. |
Exemptions from the Listing Standards for Audit Committees | 176 | ||||||
| ITEM 16E. |
Purchase of Equity Securities by the Issuer and Affiliated Purchasers | 177 | ||||||
| ITEM 16F. |
Change in Registrant’s Certifying Accountant | 177 | ||||||
| ITEM 16G. |
Corporate Governance | 177 | ||||||
| ITEM 16H. |
Mine Safety Disclosure | 179 | ||||||
| ITEM 16I. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 179 | ||||||
| ITEM 16J. |
Insider Trading Policies | 180 | ||||||
| ITEM 16K. |
Cybersecurity | 180 | ||||||
| ITEM 17. |
Financial Statements | 183 | ||||||
| ITEM 18. |
Financial Statements | 183 | ||||||
| ITEM 19. |
Exhibits | 183 | ||||||
| Selected Statistical Data |
A-1 | |||||||
| Index to Consolidated Financial Statements |
F-1 | |||||||
2
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this annual report, the terms “Mizuho Financial Group,” the “Mizuho group,” “we,” “us” and “our” generally refer to Mizuho Financial Group, Inc. and its consolidated subsidiaries, but from time to time as appropriate to the context, those terms refer to Mizuho Financial Group, Inc. as an individual legal entity. Furthermore, unless the context indicates otherwise, these references are intended to refer to us as if we had been in existence in our current form for all periods referred to herein.
On July 1, 2013, a merger between the former Mizuho Bank, Ltd. and the former Mizuho Corporate Bank, Ltd. came into effect with the former Mizuho Corporate Bank as the surviving entity, which was renamed Mizuho Bank upon the merger. In this annual report, “Mizuho Bank” refers to the post-merger entity, while the “former Mizuho Bank” and the “former Mizuho Corporate Bank” refer to pre-merger Mizuho Bank and pre-merger Mizuho Corporate Bank, respectively.
In this annual report, “our principal banking subsidiaries” refer to Mizuho Bank and Mizuho Trust & Banking Co., Ltd.
In this annual report, references to “U.S. dollars,” “dollars” and “$” refer to the lawful currency of the United States and those to “yen” and “¥” refer to the lawful currency of Japan.
In this annual report, yen figures and percentages presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, have been rounded to the figures shown, and yen figures and percentages presented in accordance with accounting principles generally accepted in Japan, or Japanese GAAP, have been truncated to the figures shown, in each case, unless otherwise specified. However, in some cases, figures as of or for the fiscal year ended March 31, 2023 and earlier presented in tables have been adjusted to match the sum of the figures with the total amount, and such figures may also be referred to in the related text. We no longer make such adjustments beginning with figures as of or for the six months ended September 30, 2023, and thus the sum of the figures as of or for the six months ended September 30, 2023 and after presented herein may not match the total amount.
Our fiscal year end is March 31. References to years not specified as being fiscal years are to calendar years.
Unless otherwise specified, for purposes of this annual report, we have presented our financial information in accordance with U.S. GAAP. Unless otherwise stated or the context otherwise requires, all amounts in our financial statements are expressed in yen.
We usually hold the ordinary general meeting of shareholders of Mizuho Financial Group in June of each year in Chiyoda-ku, Tokyo.
FORWARD-LOOKING STATEMENTS
We may from time to time make written or oral forward-looking statements. Written forward-looking statements may appear in documents filed with the Securities and Exchange Commission, including this annual report, and other reports to shareholders and other communications.
The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves. We rely on this safe harbor in making these forward-looking statements.
This annual report contains forward-looking statements regarding the intent, belief, current expectations and targets of our management with respect to our financial condition and future results of operations. In many cases,
3
but not all, we use such words as “aim,” “anticipate,” “believe,” “endeavor,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target” and similar expressions in relation to us or our management to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those we currently anticipate. Potential risks and uncertainties include, without limitation, the following:
| • | international conflicts and geopolitical disruptions; |
| • | increase in allowance for credit losses on loans and incurrence of significant credit-related costs; |
| • | declines in the value of our securities portfolio, including as a result of the declines in stock markets and the impact of the dislocation in the global financial markets; |
| • | changes in interest rates; |
| • | foreign exchange rate fluctuations; |
| • | decrease in the market liquidity of our assets; |
| • | revised assumptions or other changes related to our pension plans; |
| • | a decline in our deferred tax assets; |
| • | the effect of financial transactions entered into for hedging and other similar purposes; |
| • | failure to maintain required capital adequacy ratio levels; |
| • | downgrades in our credit ratings; |
| • | our ability to avoid reputational harm; |
| • | our ability to implement our medium-term business plan and other strategic initiatives and measures effectively; |
| • | the effectiveness of our operation, legal and other risk management policies; |
| • | the effect of changes in general economic conditions in Japan and elsewhere; |
| • | problems related to our information technology systems and cyber attacks; |
| • | amendments and other changes to the laws and regulations that are applicable to us; and |
| • | the effect of climate change. |
Our forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those in the forward-looking statements as a result of various factors. We identify in this annual report in “Item 3.D. Key Information—Risk Factors,” “Item 4.B. Information on the Company—Business Overview,” “Item 5. Operating and Financial Review and Prospects” and elsewhere, some, but not necessarily all, of the important factors that could cause these differences.
We do not intend to update our forward-looking statements. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
4
PART I
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Not applicable.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
5
| ITEM 3. | KEY INFORMATION |
3.A. Selected Financial Data
The following table below sets forth selected consolidated financial data of Mizuho Financial Group as of and for the fiscal years ended March 31, 2021, 2022, 2023, 2024 and 2025 derived from the audited consolidated financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP.
The consolidated financial statements of Mizuho Financial Group as of and for the fiscal years ended March 31, 2021, 2022, 2023, 2024 and 2025 prepared in accordance with U.S. GAAP have been audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) by Ernst & Young ShinNihon LLC, an independent registered public accounting firm.
You should read the selected consolidated financial information presented below together with the information included in “Item 5. Operating and Financial Review and Prospects” and the audited consolidated financial statements, including the notes thereto, included in this annual report. The information presented below is qualified in its entirety by reference to that information.
6
Selected Consolidated Financial Information
| As of and for the fiscal years ended March 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||
| (in millions of yen, except per share data, share number information and percentages) | ||||||||||||||||||||
| Statement of income data: |
||||||||||||||||||||
| Interest and dividend income |
¥ | 1,456,556 | ¥ | 1,443,941 | ¥ | 3,388,791 | ¥ | 5,767,000 | ¥ | 6,166,977 | ||||||||||
| Interest expense |
467,939 | 374,132 | 2,180,064 | 4,562,076 | 4,906,978 | |||||||||||||||
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| Net interest income |
988,617 | 1,069,809 | 1,208,727 | 1,204,924 | 1,259,999 | |||||||||||||||
| Provision (credit) for credit losses |
112,776 | 214,408 | 93,753 | 47,135 | 96,943 | |||||||||||||||
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| Net interest income after provision (credit) for credit losses |
875,841 | 855,401 | 1,114,974 | 1,157,788 | 1,163,055 | |||||||||||||||
| Noninterest income |
2,041,320 | 669,790 | 888,103 | 2,743,729 | 2,002,912 | |||||||||||||||
| Noninterest expenses |
1,888,397 | 1,767,679 | 1,933,907 | 2,278,406 | 2,406,680 | |||||||||||||||
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| Income (loss) before income tax expense (benefit) |
1,028,764 | (242,488 | ) | 69,170 | 1,623,112 | 759,288 | ||||||||||||||
| Income tax expense (benefit) |
210,716 | (141,017 | ) | 35,142 | 425,120 | 199,532 | ||||||||||||||
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| Net income (loss) |
818,048 | (101,471 | ) | 34,028 | 1,197,992 | 559,756 | ||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests |
236,283 | 3,251 | 48,037 | 285,519 | (33,637 | ) | ||||||||||||||
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| Net income (loss) attributable to MHFG shareholders |
¥ | 581,765 | ¥ | (104,722 | ) | ¥ | (14,009 | ) | ¥ | 912,473 | ¥ | 593,393 | ||||||||
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| Net income (loss) attributable to common shareholders |
¥ | 581,765 | ¥ | (104,722 | ) | ¥ | (14,009 | ) | ¥ | 912,473 | ¥ | 593,393 | ||||||||
| Amounts per share: |
||||||||||||||||||||
| Basic earnings per common share—net income (loss) attributable to common shareholders |
¥ | 229.27 | ¥ | (41.28 | ) | ¥ | (5.52 | ) | ¥ | 359.70 | ¥ | 234.55 | ||||||||
| Diluted earnings per common share—net income (loss) attributable to common shareholders |
¥ | 229.26 | ¥ | (41.28 | ) | ¥ | (5.52 | ) | ¥ | 359.65 | ¥ | 234.52 | ||||||||
| Number of shares used to calculate basic earnings per common share (in thousands) |
2,537,513 | 2,537,051 | 2,536,596 | 2,536,775 | 2,529,903 | |||||||||||||||
| Number of shares used to calculate diluted earnings per common share (in thousands) |
2,537,602 | 2,537,051 | 2,536,596 | 2,537,100 | 2,530,282 | |||||||||||||||
| Cash dividends per share(1)(2): |
||||||||||||||||||||
| Common stock |
¥ | 75.00 | ¥ | 80.00 | ¥ | 85.00 | ¥ | 105.00 | ¥ | 140.00 | ||||||||||
| $ | 0.68 | $ | 0.66 | $ | 0.64 | $ | 0.69 | $ | 0.93 | |||||||||||
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| As of and for the fiscal years ended March 31, | ||||||||||||||||||||
| 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||
| (in millions of yen, except per share data, share number information and percentages) | ||||||||||||||||||||
| Balance sheet data: |
||||||||||||||||||||
| Total assets |
¥ | 221,651,474 | ¥ | 231,550,704 | ¥ | 248,780,722 | ¥ | 272,173,152 | ¥ | 276,741,152 | ||||||||||
| Loans, net of allowance |
87,930,018 | 89,480,766 | 93,474,798 | 97,694,674 | 98,440,989 | |||||||||||||||
| Total liabilities |
211,963,317 | 222,108,473 | 239,055,588 | 261,741,965 | 266,191,227 | |||||||||||||||
| Deposits |
151,010,604 | 157,178,284 | 164,935,625 | 172,361,748 | 173,790,682 | |||||||||||||||
| Long-term debt |
11,706,471 | 12,578,216 | 14,893,023 | 16,277,331 | 14,914,120 | |||||||||||||||
| Common stock |
5,826,863 | 5,816,834 | 5,832,729 | 5,833,660 | 5,799,003 | |||||||||||||||
| Total MHFG shareholders’ equity |
9,105,238 | 8,914,212 | 8,915,491 | 9,929,071 | 10,065,015 | |||||||||||||||
| Other financial data: |
||||||||||||||||||||
| Return on equity and assets: |
||||||||||||||||||||
| Net income (loss) attributable to common shareholders as a percentage of total average assets |
0.26 | % | (0.04 | )% | (0.01 | )% | 0.33 | % | 0.21 | % | ||||||||||
| Net income (loss) attributable to common shareholders as a percentage of average MHFG shareholders’ equity |
7.50 | % | (1.30 | )% | (0.16 | )% | 10.03 | % | 6.61 | % | ||||||||||
| Dividends per common share as a percentage of basic earnings per common share |
32.71 | % | (193.80 | )% | (1,539.86 | )% | 29.19 | % | 59.69 | % | ||||||||||
| Average MHFG shareholders’ equity as a percentage of total average assets |
3.43 | % | 3.46 | % | 3.46 | % | 3.33 | % | 3.22 | % | ||||||||||
| Net interest income as a percentage of total average interest-earning assets |
0.48 | % | 0.50 | % | 0.54 | % | 0.49 | % | 0.50 | % | ||||||||||
Notes:
| (1) | Yen amounts are expressed in U.S. dollars at the rate of ¥110.61= $1.00, ¥121.44= $1.00, ¥132.75= $1.00, ¥151.22= $1.00 and ¥149.90= $1.00 for the fiscal years ended March 31, 2021, 2022, 2023, 2024 and 2025, respectively. These rates are the noon buying rates on the respective fiscal year-end dates in New York City for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York. |
| (2) | Figures represent cash dividends per share with respect to the applicable fiscal year. Dividends with respect to a fiscal year include year-end dividends and interim dividends. Declaration and payment of dividends are conducted during the immediately following fiscal year, in the case of year-end dividends, or immediately following interim period, in the case of interim dividends. |
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
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3.D. Risk Factors
Investing in our securities involves a high degree of risk. You should carefully consider the risks described below as well as the other information in this annual report, including our consolidated financial statements and related notes, “Item 5. Operating and Financial Review and Prospects,” “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk” and “Selected Statistical Data.”
Our business, financial condition and operating results could be materially adversely affected by any of the factors discussed below. The trading price of our securities could decline due to any of these factors. This annual report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks faced by us described below and elsewhere in this annual report. See “Forward-Looking Statements.”
Risks Relating to Our Business
We may be adversely affected if the business environment and market conditions in Japan or elsewhere deteriorate.
We conduct a wide variety of business operations in Japan as well as overseas, including in the United States, Europe and Asia. The outlook for economic and market conditions remains uncertain, with concerns over a resurgence in inflation and economic downturns in various regions and countries due to the tariff policies of the United States and heightened international trade tensions. If general economic or market conditions in Japan or other regions or countries were to deteriorate or if the financial markets become subject to turmoil, we could experience weakness in our business, as well as deterioration in the quality of our assets. As a result, our financial condition and results of operations could be materially and adversely affected.
International conflicts and geopolitical disruptions may have an adverse effect on us.
At present, there are concerns that protectionist policies in various countries are leading to a setback in free trade, in particular the escalation of conflict between the United States and China. In addition, country and regional conflicts, such as the situation in the Ukraine, and armed conflict in the Middle East, have become increasingly protracted. Against the backdrop of protectionist policies, growing conflicts and geopolitical disruptions, our clients and suppliers may face challenges of business contraction, volatile prices and supply chain instability and be compelled to reevaluate their business strategies. Moreover, a slowdown in the global economy and a worsening geopolitical situation could lead to declines in corporate earnings and a rise in uncertainty in financial markets, which could result in an increase in our credit-related costs, a decrease in the value of our assets and a negative impact on our liquidity. The increasingly stringent regulations resulting from the geopolitical disruptions could further lead to enhanced regulatory compliance risk and the related risk of reputational damage. As a result of any of the foregoing, our business, financial condition and results of operations may be materially and adversely affected.
Amendments and other changes to the laws and regulations that are applicable to us could have an adverse effect on us.
We are subject to general laws, regulations and accounting rules applicable to our business activities in and outside of Japan. We are also subject to various laws and regulations applicable to financial institutions such as the Banking Act, including capital adequacy requirements, in and outside of Japan. If the laws and regulations that are applicable to us are amended or otherwise changed, such as in a way that restricts us from engaging in business activities that we currently conduct or that requires us to incur additional costs, including costs related to our IT systems, our business, financial condition and results of operations could be materially and adversely affected.
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Our reputation could be adversely affected if our business operations are perceived as being harmful to the environment and society.
As concerns regarding environmental and social issues, such as climate change, biodiversity, erosion of natural habitats and human rights violations, have heightened in recent years, we believe that our stakeholders as well as the society at large expect that we, as a financial services provider, give increasing consideration to such issues. While we have established the “Environmental and Social Management Policy for Financing and Investment Activity” to strengthen our efforts to prevent and mitigate environmental and social risks, such as by implementing due diligence and prohibiting transactions that are likely to exacerbate negative impacts on the environment and society, the expectations placed upon us and our clients are diverse and subject to change. Although we may from time to time establish environmental, social or governance objectives or targets, there is no assurance that we will be successful in achieving such objectives or targets or that such objectives or targets will not be changed. Although we may from time to time establish environmental, social or governance objectives or targets, there is no assurance that we will be successful in achieving such objectives or targets or that such objectives or targets will not be changed. Reputation may be harmed and credit-related costs could rise if our or such clients’ efforts do not meet such expectations. As a result, our business, financial condition and results of operations could be materially and adversely affected.
Climate change could have an adverse effect on us.
Following the adoption of the Paris Agreement in 2015, with the determination to pursue efforts to limit the increase in average global temperatures to 1.5 degrees Celsius, measures to reduce greenhouse gas emissions that are seen as the cause of climate change have been promoted. Japan has also set targets of reducing greenhouse gas emissions by 60% by 2035 and 73% by 2040, as compared to 2013 levels, and we recognize the importance of addressing climate change risks, among various environmental and social issues.
We believe climate change is a threat to our environment, society, daily lives and the activities of companies, and view it as one of the most important global issues which may affect the stability of financial markets. Climate change risks include transition risks caused by changes in the business environment associated with the transition to a decarbonized society, and physical risks due to changes in temperature and damage caused by natural disasters. Typical examples of transition risks include credit-related cost increases through deterioration of the business performance of clients due to tighter government policies, including carbon taxes and fuel efficiency regulations, and delays in transitioning to decarbonized technologies. With respect to physical risks, an increase and worsening of natural disasters such as wind and flood damage and wildfires, as well as labor force reductions due to rising temperatures are anticipated. As a result, our typical risks include damage to our assets and an increase to credit-related costs due to the deteriorating business performance of our clients.
We regularly review our strategy and risk management structure in order to manage the aforementioned risks, while paying attention to global trends. However, if our initiatives do not have their anticipated effects and climate change risks, whether or not contemplated above, materialize, our business operations, results and financial conditions could be materially and adversely affected.
Intensification of competition in the market for financial services could have an adverse effect on us.
We are subject to intense competition both domestically and internationally with large financial institutions, non-bank financial institutions and others. In addition, as a result of development of various technologies, including artificial intelligence, and the emergence of new service provision methods, an increasing number of companies have been crossing industry lines and entering the field of finance, and it is possible that the competitive environment surrounding us may further intensify. Moreover, due to the reforms to financial regulations made to date, it may become difficult to differentiate strategies between us and our competitors, resulting in the intensification of competition in specific businesses.
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If we are unable to respond effectively to current or future competition due to an insufficient technological response or for other reasons, our business, financial condition and results of operations could be adversely affected. In addition, intensifying competition and other factors could lead to reorganization within the financial services industry, and this could have an adverse effect on our competitive position or otherwise adversely affect the price of our securities.
Our business could be significantly disrupted due to natural disasters, terrorism, outbreaks of infectious diseases, accidents or other causes.
Our headquarters, branch offices, information technology centers, computer network connections and other facilities are subject to the risk of damage from natural disasters such as earthquakes and typhoons as well as from acts of terrorism and other criminal acts. In addition, our business could be materially disrupted as a result of an outbreak of infectious disease. Our business, financial condition and results of operations could be adversely affected if our recovery efforts, including our implementation of contingency plans that we have developed such as establishing back-up offices, are not effective in preventing significant disruptions to our business operations caused by such natural disasters, terrorism, other criminal acts and outbreaks of infectious diseases. For example, massive natural disasters such as the March 2011 Great East Japan Earthquake, or outbreaks of infectious diseases such as the Coronavirus Disease 2019 (COVID-19) Pandemic may have various adverse effects, including a deterioration in economic conditions, declines in the business performance of many of our corporate customers and declines in stock prices. As a result, our financial condition and results of operations could be materially and adversely affected due to an increase in the amount of problem loans and credit-related costs as well as an increase in unrealized losses on, or losses from sales of, equity securities and financial products.
We may be required to increase allowance for credit losses on loans and/or incur significant credit-related and other costs in the future due to problem loans.
We are the primary bank lender for a large number of our corporate customers, and the amount of our loans and other claims to each of our major customers is significant. In addition, while we have made efforts to diversify our credit exposure along industry lines, the proportion of credit exposure to customers in the real estate and manufacturing industries as well as banks and other financial institutions is relatively high. We manage our credit portfolio by regularly monitoring the credit profile of each of our customers, the progress made on restructuring plans and credit exposure concentrations in particular industries or corporate groups that are expected to be affected when risk events occur, and we also utilize credit derivatives for hedging and credit risk mitigation purposes. We also periodically assess the value of the relevant collateral or guarantee. However, depending on the status of domestic and global credit cycles, the business environment in particular industries, prices of real estate assets and other factors, the amount of our problem loans and other claims could increase significantly, including as a result of the deterioration in the credit profile of customers for which we are the primary bank lender, other major customers or customers belonging to industries to which we have significant credit exposure, and the value of collateral and guarantees could decline. There can be no assurance that credit-related and other costs will not increase in the future as a result of the foregoing or otherwise.
Our equity investment portfolio exposes us to market risks that could adversely affect our financial condition and results of operations.
We hold substantial investments in marketable equity securities, mainly common stock of Japanese listed companies. We have established the “Policy Regarding Cross-holding of Shares of Other Listed Companies” and, in light of the potential material adverse impact on our financial position associated with stock market volatility risk, we have decided to hold the shares of other companies as cross-shareholdings only when these holdings are meaningful, and we have accordingly sold a portion of such investments. In addition, in order to lower the risk of stock market volatility, we apply partial hedges as we deem necessary. However, significant declines in Japanese stock prices in the future would lead to unrealized losses, losses on impairment and losses from sales of equity securities. In addition, net unrealized gains and losses on such investments, based on Japanese GAAP, are taken
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into account when calculating the amount of capital for purposes of the calculation of our capital adequacy ratios, and as a result, a decline in the value of such investments would negatively affect such ratios. Accordingly, our financial condition and results of operations could be materially and adversely affected.
Changes in interest rates could adversely affect our financial condition and results of operations.
We hold a significant amount of bonds, consisting mostly of Japanese government bonds, as well as U.S. Treasury bonds and other instruments primarily for the purpose of investment and in our trading account. For example, following the U.S. interest rate rises since early 2022, we recorded significant trading account losses for the fiscal years ended March 31, 2022, 2023 and 2024 with respect to our holding of foreign bonds. As a result of such holdings, an increase in interest rates, primarily yen interest rates and U.S. dollar interest rates, could lead to unrealized losses of bonds or losses from sales of bonds. In addition, due mainly to differences in maturities between financial assets and liabilities, changes in interest rates could have an adverse effect on our average interest rate spread. We manage interest rate risk under our risk management policies, which provide for adjustments in the composition of our bond portfolio and the utilization of derivatives and other hedging methods to reduce our exposure to interest rate risk. However, in the event of significant changes in interest rates, including as a result of a change in Japanese or U.S. monetary policy, increased sovereign risk due to deterioration of public finances and market trends, our financial condition and results of operations could be materially and adversely affected.
Our financial condition and results of operations could be adversely affected by foreign exchange rate fluctuations.
A portion of our assets and liabilities is denominated in foreign currencies, mainly the U.S. dollar. If foreign currency-denominated assets and liabilities are not equal in amount for each currency and are not offset against each other, the difference between the amount of assets and liabilities denominated in foreign currencies leads to foreign currency translation gains and losses in the event of fluctuations in foreign exchange rates. Although we hedge a portion of our exposure to foreign exchange rate fluctuation risk, our financial condition and results of operations could be materially and adversely affected if future foreign exchange rate fluctuations significantly exceed our expectations.
We may incur further losses relating to decreases in the market liquidity of assets that we hold.
The market liquidity of the various marketable assets that we hold may decrease significantly due to turmoil in financial markets and other factors, and the value of such assets could decline as a result. If factors such as turmoil in global financial markets or the deterioration of economic or financial conditions cause the market liquidity of our assets to decrease significantly, our financial condition and results of operations could be materially and adversely affected.
Financial transactions entered into for hedging and other similar purposes could adversely affect our financial condition and results of operations.
The accounting and valuation methods applied to credit and equity derivatives and other financial transactions that we enter into for hedging and credit risk mitigation purposes are not always consistent with the accounting and valuation methods applied to the assets that are being hedged. Consequently, in some cases, due to changes in the market or otherwise, losses related to such financial transactions during a given period may adversely affect net income, while the corresponding increases in the value of the hedged assets do not have an effect on net income for such period. As a result, our financial condition and results of operations could be materially and adversely affected during the period.
Our business will be adversely affected if we encounter difficulties in raising funds.
We rely principally on deposits and bonds as our funding sources. In addition, we also raise funds in the financial markets. In particular, our foreign currency funding structure relies more on capital markets compared
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to our yen-based funding. Our efforts to maintain stable funding, such as analyzing the impact of tight cash flows under liquidity stress conditions and monitoring our liquidity position to apply appropriate funding policies, may not be sufficient to prevent significant increases in our funding costs or, in the case mainly of foreign currencies, cash flow problems if we encounter difficulties in attracting deposits or otherwise raising funds. Such difficulties could result, among other things, from any of the following:
| • | a reduction in the size and liquidity of the debt markets due for example to the decline in the domestic and global economy, concerns regarding the financial system or turmoil in financial markets and other factors; |
| • | adverse developments with respect to our financial condition and results of operations; or |
| • | downgrading of our credit ratings or damage to our reputation. |
As a result, our business, financial condition and results of operations could be materially and adversely affected.
Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
Credit ratings are assigned to Mizuho Financial Group, our banking subsidiaries and a number of our other subsidiaries by major domestic and international credit rating agencies. The credit ratings are based on information furnished by us or obtained by the credit rating agencies from independent sources and are also influenced by credit ratings of Japanese government bonds and general views regarding the Japanese financial system as a whole. The credit ratings are subject to revision, suspension or withdrawal by the credit rating agencies at any time. A downgrade in our credit ratings could result in, among other things, the following:
| • | increased funding costs and other difficulties in raising funds; |
| • | the need to provide additional collateral in connection with financial market transactions; and |
| • | the termination or cancellation of existing agreements. |
As a result, our business, financial condition and results of operations could be materially and adversely affected.
For example, assuming a downgrade occurred on March 31, 2025, the additional collateral requirement in connection with our derivative contracts if other conditions remain unchanged, would have been approximately ¥4.1 billion for a one-notch downgrade and approximately ¥15.2 billion for a two-notch downgrade.
Failure to maintain capital adequacy ratios and other regulatory standards above minimum required levels could have material adverse effects.
Capital adequacy regulations
We are subject to capital adequacy regulations as prescribed by the Financial Services Agency (including regulations pertaining to additional capital buffers for “global systemically important banks” (G-SIBs) as a result of our designation as a G-SIB) based on the Basel III rules text issued by the Basel Committee on Banking Supervision (which provides a detailed description of international standards for bank capital and liquidity), both on a consolidated basis and with respect to each of our principal banking subsidiaries. The revised capital adequacy regulations based on the finalized Basel III reforms published by the Basel Committee on Banking Supervision have been applicable to us with transitional arrangements from the end of March 2024. See “Item 5. Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B. Business Overview—Supervision and Regulation—Japan—Capital Adequacy.”
If the capital adequacy ratios of us or our principal banking subsidiaries fall below specified levels, the Financial Services Agency could require us to take corrective actions, including, depending on the level of
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deficiency, the submission of a plan to limit the outflow of capital or an improvement plan that would strengthen the capital base, a reduction (or slowing of increase) of total assets, a reduction in the size of some business operations, a disposition of subsidiary shares and a suspension of all or a portion of business operations. In addition, some of our banking subsidiaries are subject to capital adequacy regulations in foreign jurisdictions such as the United States, and in the event of a breach of these regulations, they could be subject to various restrictions and orders from local authorities. Such events could adversely affect our business, financial condition and results of operations.
Leverage ratio regulations
We are subject to leverage ratio regulations as prescribed by the Financial Services Agency based on the Basel III rules text issued by the Basel Committee on Banking Supervision, both on a consolidated basis and with respect to each of our principal banking subsidiaries. The regulations pertaining to leverage ratio buffers for G-SIBs based on the finalized Basel III reforms published by the Basel Committee on Banking Supervision have been implemented from the end of March 2023. In addition, the amendments to the leverage ratio calculation method based on such finalized reforms have been implemented from the end of March 2024. See “Item 5. Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B. Business Overview—Supervision and Regulation—Japan—Leverage Ratio.”
If the leverage ratio of us or our principal banking subsidiaries falls below a certain ratio, the Financial Services Agency could require us to take corrective actions, including, depending on the level of deficiency, the submission of a plan to limit the outflow of capital or an improvement plan that would strengthen the capital base, a reduction (or slowing of increase) of total assets, a reduction in the size of some business operations, a disposition of subsidiary shares and a suspension of all or a portion of business operations. In addition, some of our banking subsidiaries are subject to leverage ratio regulations in foreign jurisdictions and regions where they operate such as the United States, and in the event of a violation of these regulations, they could be subject to various restrictions and orders from local authorities. Such events could adversely affect our business, financial condition and results of operations.
Total Loss Absorbing Capacity (TLAC) regulations
As we have been designated as a G-SIB, we and our material subsidiaries are subject to total loss absorbing capacity (TLAC) regulations as prescribed by the Financial Services Agency based on “Principles on Loss-absorbing and Recapitalisation Capacity of G-SIBs in Resolution” issued by the Financial Stability Board. See “Item 5. Operating and Financial Review and Prospects—Capital Adequacy” and “Item 4.B. Business Overview—Supervision and Regulation—Japan—Total Loss Absorbing Capacity.”
If our external TLAC ratio or the internal TLAC amounts of our material subsidiaries fall below a certain threshold, the Financial Services Agency could require the submission of a plan to improve such external TLAC ratio or internal TLAC amounts or may issue a business improvement order which could include various restrictions on, or suspension of portions of, our business. Such events could adversely affect our business, financial condition and results of operations.
Capital procurement
The capital raising that we conduct in light of our regulatory capital requirements, including those conducted in response to TLAC requirements but excluding Common Equity Tier 1 capital requirements, consists primarily of the issuance of debt instruments. In the event of a deterioration in our financial condition or results of operations, a downgrade in our credit rating, or the spread of negative rumors or other reputational damage, an economic downturn in Japan or overseas, financial system instability or financial market turmoil, we may become unable to raise capital at commercially reasonable costs, or at all, which may prevent us from maintaining or improving our capital adequacy ratios in accordance with our plans. Such events could adversely affect our business, financial condition and results of operations.
14
We may be subject to risks related to dividend distributions.
As a holding company, we rely on dividend payments from our banking and other subsidiaries for almost all of our income. As a result of restrictions, such as those on distributable amounts under Japan’s Companies Act, or otherwise, our banking and other subsidiaries may decide not to pay dividends to us. In addition, we may experience difficulty in making, or become unable to make, dividend payments to our shareholders and dividend or interest payments on capital securities issued by our group due to the deterioration of our results of operations and financial condition and/or the restrictions under the Companies Act or due to the strengthening of bank capital regulations. For more information on restrictions to dividend payments under the Companies Act and bank capital regulations, see “Item 10.B. Additional Information—Memorandum and Articles of Association” and “Item 4.B. Business Overview—Supervision and Regulation—Japan.”
Our pension-related costs could increase as a result of revised assumptions or changes in our pension plans.
Our pension-related costs and projected benefit obligations are calculated based on assumptions regarding projected returns on pension plan assets and various actuarial assumptions relating to the plans. If actual results differ from our assumptions or we revise our assumptions in the future, due to changes in the stock markets, interest rate environment or otherwise, our pension-related costs and projected benefit obligations could increase. In addition, any future changes to our pension plans could also lead to increases in our pension-related costs and projected benefit obligations. As a result, our financial condition and results of operations could be materially and adversely affected.
A decrease in deferred tax assets, net of valuation allowance, due to a change in our estimation of future taxable income or change in Japanese tax policy could adversely affect our financial condition and results of operations.
We record deferred tax assets, net of valuation allowance, based on a reasonable estimation of future taxable income in accordance with applicable accounting standards. Our financial condition and results of operations could be materially and adversely affected if our deferred tax assets decrease due to a change in our estimation of future taxable income, a change in tax rate as a result of tax system revisions or other factors. Because we consider the sale of available-for-sale securities and equity securities to be a qualifying tax-planning strategy, turmoil in financial markets such as significant declines in stock prices could lead to a decrease in our estimated future taxable income.
Impairment of the carrying value of our long-lived assets could materially and adversely affect our financial condition and results of operations.
We periodically review our long-lived assets that are held for use for events or changes in circumstances that indicate possible impairment. Our impairment review is based on an undiscounted cash flow analysis of a group of assets, combined with associated liabilities, at the lowest level for which identifiable cash flows exist. Impairment occurs when the carrying value of the asset group exceeds the future undiscounted cash flows that the asset group is expected to generate. When impairment is identified, the future cash flows are then discounted to determine the estimated fair value of the asset group and an impairment charge is recorded for the difference between the carrying value and the estimated fair value of the asset group. We cannot accurately predict the amount and timing of any impairment of long-lived assets. Should these assets not generate sufficient cash flows to justify their carrying value and we recognize impairment losses thereon, there could be a material adverse effect on our financial condition and results of operations.
Problems relating to our information technology (IT) systems could significantly disrupt our business operations.
We depend significantly on information technology systems with respect to almost all aspects of our business operations. Our information technology systems network, including those relating to bank accounting
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and cash settlement systems, interconnects our branches and other offices, our customers and various clearing and settlement systems located worldwide. In recent years, in addition to systems that we developed through the utilization of outsourcing, there has been an increase in the use of cloud and other services provided by third parties. We endeavor to sustain stable daily operations and develop contingency plans for unexpected events, including the implementation of backup and redundancy measures. We also strive to take proper measures, such as communicating our required management standards to third-party outsourcing partners and cloud service providers, confirming in advance and on a regular basis the management system and response status of such third parties.
However, we may not be able to prevent significant disruptions to our information technology systems caused by, among other things, human error, accidents and development and renewal of computer systems. In the event of any future disruptions in our IT systems or those of third-parties used by us, our business, financial condition and results of operations could be materially and adversely affected due to information leaks, malfunctions or disruptions in our business operations, liability to customers and others, regulatory actions or harm to our reputation.
Since February 2021, there were several system failure incidents at Mizuho Bank (also at Mizuho Trust & Banking Co., Ltd. for the incidents on August 20, 2021) that resulted in aborted customer transactions across our network in Japan, including ATM and internet banking transactions and foreign exchange remittances. On September 22, 2021 and November 26, 2021, we and Mizuho Bank received business improvement orders from the Financial Services Agency. In response to the business improvement orders received on November 26, 2021, we and Mizuho Bank submitted a business improvement plan to the Financial Services Agency on January 17, 2022. We and Mizuho Bank reported the status of implementation of the business improvement plan every three months, starting from March 31, 2022. With our submission of the business improvement report dated January 15, 2024, our regular reporting concluded.
Problems relating to cyber-attacks could significantly impair our ability to protect our customer’s private information and disrupt our business operations.
Our business depends on the secure processing, storage and transmission of confidential and other information within our global IT systems. There have been a number of highly publicized cases involving financial services companies, consumer-based companies, governmental agencies and other organizations reporting the unauthorized access of client, customer or other confidential information in recent years, as well as cyber-attacks involving the dissemination, theft and destruction of corporate information or other assets, using ransomware or other malicious code, as a result of failure by employees or contractors to follow procedures or as a result of actions by third parties, including actions by foreign governments. In addition, the risk of cyber-attacks from foreign government or state-sponsored actors may increase due to international conflicts and geopolitical tension.
As we and our outside contractors and cloud service providers continue to be the target of unauthorized access attacks, mishandling or misuse of information, computer viruses or malware, cyber-attacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, denial of service attacks, data breaches and other events, there can be no assurance that we will not suffer any losses or other consequences in the future as a result of significant incidents due to these cyber-attacks. Although our Cyber Incident Response Team (CIRT) has led the implementation of, and continuously endeavors to upgrade, our protective measures using advanced technologies, our IT systems, software and computer networks may be vulnerable to events that affect security, such as unauthorized access, misuse, computer viruses, ransomware or other malicious code and insufficient response to new technologies. Due to the complexity and interconnectedness of our global IT systems, these protective measures may be ineffective, and the process of enhancing our protective measures can itself create a risk of system disruption and security issues, and there can be no assurance that our current or future countermeasures will be sufficient to prevent or mitigate the impact of such incidents.
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A cyber-attack, information or security breach or a technology failure that involves us or our outside contractors or cloud service providers could jeopardize our or our customers’, employees’, partners’, vendors’ or counterparties’ personal, confidential, proprietary or other information processed and stored in, and transmitted through, our, our outside contractors’, or our cloud service providers’ IT systems. Furthermore, such events could cause interruptions or malfunctions in our, our customers’, employees’, partners’, vendors’, counterparties’ or outside contractor’s operations, as well as the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of ours, our employees, our customers or of other third parties. Any of these events could result in reputational damage with our customers and the market, customer dissatisfaction or financial losses, any of which could adversely affect our financial condition and results of operations.
For further information on our risk management and strategy, as well as governance regarding cybersecurity, see “Item 16.K. Cybersecurity”.
Employee errors and misconduct could subject us to losses and reputational harm.
Because we process a large number of transactions in a broad range of businesses, we are subject to the risk of various operational errors and misconduct, including those caused by employees. Our measures to reduce employee errors, including establishment of operational procedures, regular reviews regarding compliance with these procedures, employee training and automation of our operations, may not be effective in preventing all employee errors and misconduct. Significant operational errors and misconduct could result in losses, regulatory actions or harm to our reputation. As a result, our business, financial condition and results of operations could be materially and adversely affected.
Our business would be harmed if we are unable to attract and retain skilled employees.
Many of our employees possess skills and expertise that are important to maintain our competitiveness and to operate our business efficiently. We may not be successful in attracting and retaining sufficient skilled employees through our hiring efforts and training programs aimed to maintain and enhance the skills and expertise of our employees, in which event our competitiveness and efficiency could be significantly impaired. As a result, our business, financial condition and results of operations could be materially and adversely affected.
We are subject to risk of litigation and other legal proceedings.
As a financial institution engaging in banking and other financial businesses in and outside of Japan, we are subject to the risk of litigation for damages and other legal proceedings in the ordinary course of our business. Adverse developments related to legal proceedings could have a material adverse effect on our business, financial condition and results of operations.
Our reputation could be harmed and we may be subject to liabilities and regulatory actions if we are unable to protect personal and other confidential information, including as a result of cyber-attacks.
We handle various confidential or non-public information, including those of our individual and corporate customers, in the ordinary course of our business. The information management policies we maintain and enforce to prevent information leaks and improper access to such information, including those that we require of our outside contractors and those designed to meet the strict requirements of the Personal Information Protection Act of Japan, may not be effective in preventing all such problems. Leakage of important information in the future, including as a result of cyber-attacks, could result in liabilities and regulatory actions and may also lead to significant harm to our reputation. In addition, recent or future regulatory changes, such as the Japan Amended Personal Information Protection Act, the EU General Data Protection Regulation and the UK Competition and Markets Authority’s Open Banking standard, increase the risks relating to our ability to comply with rules that impact our ability to protect information. Non-compliance with such regulations could result in regulatory proceedings, litigation, enforcement or the imposition of fines or penalties. As a result, our business, financial condition and results of operations could be materially and adversely affected.
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Inadequacies in anti-money laundering and counter-terrorism financing measures could subject us to regulatory actions and harm our reputation.
As financial crimes, which are becoming more diverse and sophisticated, are on the rise, and incidents of terrorism continue to occur around the world, the importance of anti-money laundering measures and the need to counter the financing of terrorism is rapidly increasing and is a key priority for financial authorities worldwide, including Japan. We have developed a system to comply with applicable laws and regulations in Japan and overseas, and we are continuously implementing measures to further strengthen measures against money laundering. In addition, with the FATF’s 5th Round of Mutual Evaluations scheduled for 2028, there is a need to strengthen anti-money laundering measures and verify their effectiveness. However, there can be no assurance that such measures will be effective in preventing all violations, and failure to comply with regulations and requirements can result in enforcement and/or regulatory proceedings. If we fail to meet the regulatory requirements to which we are subject, or to maintain risk and control procedures and processes that meet the heightened standards established by our regulators and other government agencies, we could be required to enter into settlements, comply with orders, pay additional fines, penalties or judgments, or accept material regulatory restrictions on our businesses. As a result, our business, financial condition and results of operations may be materially and adversely affected.
Transactions with state sponsors of terrorism may lead some potential customers and investors to avoid doing business with us or investing in our securities or have other adverse effects.
U.S. law generally prohibits U.S. persons from doing business with countries designated by the U.S. Department of State as state sponsors of terrorism (the “Designated Countries”), which currently includes Iran, Syria, North Korea and Cuba, and we maintain policies and procedures to comply with applicable U.S. laws. Our non-U.S. offices engage in transactions relating to the Designated Countries on a limited basis and in compliance with applicable laws and regulations, including trade financing with respect to our customers’ export or import transactions and maintenance of correspondent banking accounts. In addition, we maintain a representative office in Iran. We do not believe our operations relating to the Designated Countries are material to our business, financial condition or results of operations. We maintain policies and procedures to ensure compliance with applicable Japanese and U.S. laws and regulations.
The laws and regulations applicable to dealings involving the Designated Countries are subject to further strengthening or changes. If the U.S. government considers that our compliance measures are inadequate, we may be subject to regulatory action which could materially and adversely affect our business. In addition, we may become unable to retain or acquire customers or investors in our securities, or our reputation may suffer, potentially having adverse effects on our business or the price of our securities.
Violations of laws and regulations related to financial market activities could subject us to adverse consequences such as regulatory actions and reputational harm.
In conducting our market operations in Japan and overseas, we are subject to the application of the laws and regulations of Japan and other countries and stock exchange rules, as well as being under the supervision of various financial authorities.
While we maintain compliance measures and endeavor to manage compliance risks, there can be no assurance that such measures will be effective in preventing all violations. Misconduct by employees, including improper or illegal conduct, can cause significant reputational harm as well as litigation and regulatory action. As a result, our business, financial condition and results of operations could be materially and adversely affected due to such regulatory actions and reputational damage.
Violations of applicable laws and regulations and misconduct by our officers or employees could result in penalties and other regulatory actions as well as harm to our reputation.
Our business and employees in Japan are subject to various laws and regulations, including those applicable to financial institutions as well as general laws applicable to our business activities, and we are under the
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regulatory oversight of the Financial Services Agency. Our businesses outside of Japan are also subject to the laws and regulations of the jurisdictions in which they operate and are subject to oversight by the regulatory authorities of those jurisdictions. In addition to our compliance with applicable laws and regulations, our officers and employees are expected to meet the expectations of our customers and society regarding compliance with relevant social rules and norms, and the standards relating to such expectations are likely to become higher and the rules and norms are subject to change over time.
Our compliance and legal risk management structures are designed to prevent violations of such laws and regulations and cultivate a risk-sensitive culture among our officers and employees, but they may not be effective in preventing all violations and non-compliance.
Violations of laws and regulations and our officers’ or employees’ misconduct could result in regulatory action and harm our reputation, and our business, financial condition and results of operations could be materially and adversely affected.
Our medium-term business plan and other strategic initiatives and measures may not result in the anticipated outcome.
We have been implementing strategic initiatives and measures in various areas. In May 2023, we announced our medium-term business plan for the three fiscal years ending March 31, 2026. However, we may not be successful in implementing such initiatives and measures, or even if we are successful in implementing them, the implementation of such initiatives and measures may not have their anticipated effects. In addition, we may not be able to meet the key targets announced due to these or other factors, including, but not limited to, differences in the actual economic environment compared to our assumptions, as well as the risks enumerated in these “Risk Factors.”
For further information of our medium-term business plan, see “Item 4. Business Overview—General and structural reforms.”
We will be exposed to new or increased risks as we expand the range of our products and services.
We offer a broad range of financial services, including banking, trust banking, securities and other services. As the needs of our customers become more sophisticated and broader in scope, and as the Japanese financial industry continues to be deregulated, we have been entering into various new areas of business, including through various business and equity alliances, which expose us to new risks. While we have developed and intend to maintain risk management policies that we believe are appropriate to address such risks, if a risk materializes in a manner or to a degree outside of our expectations, our business, financial condition and results of operations could be materially and adversely affected.
Negative rumors about us could have an adverse effect on us.
Our business depends on maintaining the trust of our customers, employees and other stakeholders in the economy and society. In the event that the services provided and activities conducted by us and our officers and employees are assessed as deviating significantly from the expectations and requests of our stakeholders, tangible and intangible losses, and a negative impact on our brand and reputation may result. We endeavor to prevent such reputational risks from materializing by capturing them at an early stage and responding appropriately. However, in the event that such initiatives are inadequate and the results thereof fail to meet the expectations and requests of our stakeholders, our business, financial condition, results of operations and the price of our securities could be materially and adversely affected.
We are subject to the risk of decisions being made based on model error or improper use of models.
Our opportunities to use models are expanding and the importance and impact of such models is increasing with the broadening and complexity of business operations and technological innovations such as artificial
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intelligence. As a result, in our business operations that utilize models, tangible and intangible losses may result due to decisions based on model error or improper use of such models.
We are pursuing comprehensive and effective group-wide model risk management initiatives. However, in the event of decisions based on model error or improper use of such models due to changes in the internal or external environment, our business, financial condition and results of operations could be materially and adversely affected.
Our failure to establish, maintain and apply adequate internal controls over financial reporting could negatively impact investor confidence in the reliability of our financial statements.
As a New York Stock Exchange-listed company and an SEC registrant, we have developed disclosure controls and procedures and internal control over financial reporting pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and rules and regulations of the SEC promulgated pursuant thereto. Our management reports on, and our independent registered public accounting firm attests to, the effectiveness of our internal controls over financial reporting, as required, in our annual report on Form 20-F. In addition, our management is required to report on our internal control over financial reporting in accordance with the Financial Instruments and Exchange Act of Japan. To the extent any issues are identified through the foregoing processes, there can be no assurance that we will be able to address them in a timely manner or at all. Furthermore, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may still be unable to issue a report that concludes that our internal control over financial reporting is effective. In either case, we may lose investor confidence in the reliability of our financial statements.
Our risk management policies and procedures may not adequately address unidentified or unanticipated risks.
We devote significant resources to maintain and strengthen our risk management policies and procedures. Despite this, and particularly in light of the rapid evolution of our operations, our policies and procedures designed to identify, monitor and manage risks may not be fully effective. Some of our methods of managing risks are based upon our use of observed historical market behavior. As a result, these methods may not accurately predict future risk exposures, which could be significantly greater than the historical measures indicate. If our risk management policies and procedures do not function effectively, our financial condition and results of operations could be materially and adversely affected.
Risks Related to Owning Our Shares
Rights of shareholders under Japanese law may be more limited than under the law of other jurisdictions.
Our articles of incorporation, our regulations of the board of directors and Japan’s Companies Act govern our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties and shareholders’ rights may be different from or less clearly defined than those that would apply if we were incorporated in another jurisdiction. For example, under the Companies Act, only holders of 3% or more of the total voting rights or total outstanding shares are entitled to examine our accounting books and records. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the law of jurisdictions within the United States or other countries. For more information on the rights of shareholders under Japanese law, see “Item 10.B. Additional Information—Memorandum and Articles of Association.”
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It may not be possible for investors to effect service of process within the United States upon us or our directors, executive officers or senior management, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.
We are a joint stock corporation incorporated under the laws of Japan. Almost all of our directors, executive officers and senior management reside outside the United States. Many of our and these persons’ assets are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon us or these persons or to enforce, against us or these persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We believe that there is doubt as to the enforceability in Japan, in original actions or in actions to enforce judgments of U.S. courts, of claims predicated solely upon the federal securities laws of the United States.
Risks Related to Owning Our ADSs
As a holder of ADSs, you have fewer rights than a shareholder and you must act through the depositary to exercise these rights.
The rights of our shareholders under Japanese law to take actions such as voting their shares, receiving dividends and distributions, bringing derivative actions, examining our accounting books and records and exercising appraisal rights are available only to shareholders of record. Because the depositary, through its custodian, is the record holder of the shares underlying the ADSs, a holder of ADSs may not be entitled to the same rights as a shareholder. In your capacity as an ADS holder, you are not able to bring a derivative action, examine our accounting books and records or exercise appraisal rights, except through the depositary.
Foreign exchange rate fluctuations may affect the U.S. dollar value of our ADSs and dividends payable to holders of our ADSs.
Market prices for our ADSs may fall if the value of the yen declines against the U.S. dollar. In addition, the U.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced if the value of the yen declines against the U.S. dollar.
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| ITEM 4. | INFORMATION ON THE COMPANY |
4.A. History and Development of the Company
The Mizuho Group
The Mizuho group was created on September 29, 2000 through the establishment of Mizuho Holdings, Inc. as a holding company of our three predecessor banks, The Dai-Ichi Kangyo Bank, The Fuji Bank and The Industrial Bank of Japan. On October 1, 2000, the respective securities subsidiaries of the predecessor banks merged to form Mizuho Securities Co., Ltd., and the respective trust bank subsidiaries merged on the same date to form Mizuho Trust & Banking.
A further major step in the Mizuho group’s development occurred in April 2002 when the operations of our three predecessor banks were realigned through a corporate split and merger process under Japanese law into a wholesale banking subsidiary, the former Mizuho Corporate Bank, and a banking subsidiary serving primarily retail and small and medium-sized enterprise customers, the former Mizuho Bank. As an additional step for realigning the group structure, Mizuho Financial Group was established on January 8, 2003 as a corporation organized under the laws of Japan, and on March 12, 2003, it became the holding company for the Mizuho group through a stock-for-stock exchange with Mizuho Holdings, which became an intermediate holding company focused on management of the Mizuho group’s banking and securities businesses. The legal and commercial name of the company is Mizuho Financial Group, Inc.
In May 2003, we initiated a project to promote early corporate revitalization of customers in need of revitalization or restructuring and to separate the oversight of restructuring borrowers from the normal credit origination function. In July 2003, our three principal banking subsidiaries, the former Mizuho Corporate Bank, the former Mizuho Bank and Mizuho Trust & Banking each transferred loans, equity securities and other claims outstanding relating to approximately 950 companies to new subsidiaries that they formed. In October 2005, based on the significant reduction in the balance of nonaccrual loans held by these new subsidiaries, which we call the “revitalization subsidiaries,” we deemed the corporate revitalization project to be complete, and each of the revitalization subsidiaries was merged into its respective banking subsidiary parent.
In the fiscal year ended March 31, 2006, we realigned our entire business operations into a Global Corporate Group, Global Retail Group and Global Asset and Wealth Management Group. In October 2005, in connection with this realignment, we established Mizuho Private Wealth Management Co., Ltd., a private banking subsidiary, and converted Mizuho Holdings on October 1, 2005 from an intermediate holding company into Mizuho Financial Strategy Co., Ltd., an advisory company that provides advisory services to financial institutions.
In May 2009, Mizuho Securities and Shinko Securities Co., Ltd. conducted their merger, with the aim of improving our service-providing capabilities to our clients and to offer competitive cutting-edge financial services on a global basis.
In September 2011, Mizuho Trust & Banking became a wholly-owned subsidiary of Mizuho Financial Group, Mizuho Securities became an unlisted subsidiary of the former Mizuho Corporate Bank, and Mizuho Investors Securities became a wholly-owned subsidiary of the former Mizuho Bank, through their respective stock-for-stock exchanges. The purpose of these stock-for-stock exchanges was to further enhance the “group collective capabilities” by integrating group-wide business operations and optimizing management resources such as workforce and branch network.
In January 2013, Mizuho Securities and Mizuho Investors Securities merged in order to provide integrated securities services as the full-line securities company of the Mizuho group. Mizuho Securities aims to further strengthen collaboration among banking, trust banking and securities businesses of the group, expand the company’s customer base to enhance the domestic retail business, and rationalize and streamline management infrastructure.
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In April 2013, we turned Mizuho Securities, a consolidated subsidiary of Mizuho Financial Group, into a directly-held subsidiary of Mizuho Financial Group, whereby we moved to a new group capital structure, placing banking, trust banking, securities and other major group companies under the direct control of the holding company.
In July 2013, the former Mizuho Bank and the former Mizuho Corporate Bank merged, and the former Mizuho Corporate Bank, the surviving entity, changed its trade name to Mizuho Bank, Ltd. The purpose of the merger was to become able to provide directly and promptly diverse and functional financial services to both the former Mizuho Bank and the former Mizuho Corporate Bank customers, utilizing the current “strengths” and “advantages” of the former Mizuho Bank and the former Mizuho Corporate Bank, and to continue to improve customer services by further enhancing group collaboration among the banking, trust banking and securities functions and, at the same time, to realize further enhancement of the consolidation of group-wide business operations and optimization of management resources, such as workforce and branch network, by strengthening group governance and improving group management efficiency.
In July 2016, with consideration of the rule of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) regarding the operations of foreign banking organizations with U.S. operations, we established a bank holding company, Mizuho Americas LLC, which holds our primary U.S.-based banking, securities and institutional custody services (trust banking) entities together under it, with the aim to proactively strengthen corporate governance and expand our profit base through the consistent implementation of our collaborative corporate and investment banking, securities and institutional custody services strategy in the United States in line with the global operation of our new in-house company system.
In December 2017, two subsidiaries of Mizuho Americas LLC, the former Mizuho Bank (USA) and the Mizuho Trust & Banking Co. (USA), merged. The merged entity, Mizuho Bank (USA), provides both banking services and trust services.
In October 2016, with a view to strengthening our respective asset management businesses, we and The Dai-ichi Life Insurance Company, Limited integrated the asset management functions of both groups, namely, DIAM Co., Ltd., the asset management function of Mizuho Trust & Banking, Mizuho Asset Management Co., Ltd. and Shinko Asset Management Co., Ltd., and formed a new company named Asset Management One Co., Ltd., a consolidated subsidiary of Mizuho Financial Group.
In March 2017, we, Sumitomo Mitsui Trust Holdings, Inc., Resona Bank, Limited and The Dai-ichi Life Insurance Company, Limited executed a memorandum of understanding to commence detailed analysis and negotiations in preparation for the management integration of Japan Trustee Services Bank, Ltd. (“JTSB”) and Trust & Custody Services Bank, Ltd. (“TCSB”), which was a consolidated subsidiary of Mizuho Financial Group. Based on the aforementioned memorandum of understanding, TCSB and JTSB incorporated JTC Holdings, Ltd. (“JTC Holdings”) by joint share transfer in October 2018. After the joint share transfer, TCSB and JTSB became wholly-owned subsidiaries of JTC Holdings, and JTC Holdings, TCSB and JTSB became equity-method affiliates of Mizuho Financial Group. In July 2020, JTC Holdings and TCSB merged with JTSB as the surviving entity, which changed its trade name to Custody Bank of Japan, Ltd. The purpose of the integration was to contribute to further growth in the domestic securities settlement market and domestic investment chain by realizing more stable and higher quality operations and strengthening its system development capabilities by seeking the benefits of scale.
In May 2020, we decided to integrate three consolidated subsidiaries of Mizuho Financial Group, Mizuho Information & Research Institute, Inc. (“MHIR”), Mizuho Research Institute Ltd. (“MHRI”) and Mizuho Trust Systems Company, Limited (“MHTS”) with MHIR as the surviving entity. Based on this decision, MHIR and MHTS merged with MHIR as the surviving entity in January 2021, and MHIR and MHRI were integrated and became a new company, Mizuho Research & Technologies Corporation (“MHRT”) in April 2021. The purpose of the integration was to significantly improve the ability of the Mizuho group to provide “New value beyond the conventional boundaries of finance” by organically combining and amalgamating each company’s research, consulting, and IT development capabilities.
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In December 2021, Mizuho Private Wealth Management Co., Ltd., which had offered services catered to the ultra-wealthy, was dissolved, and its functions were assumed by Mizuho Bank, Ltd. in order to strengthen the group-wide capabilities of providing such services.
In April 2023, we established a venture capital firm, Mizuho Innovation Frontier Co., Ltd. (“MHIF”), for the purpose of promoting both business and technological advances in each of the Mizuho group’s companies. The establishment of MHIF is a direct response to the recent ever-growing demand for innovative business expansion and the modernization of existing business platforms in the financial industry amidst the significant changes that industrial structures and the social and economic environment are experiencing, and is also our response to promote and support new business initiatives, the expansion of existing business, and overall innovation within the Mizuho group.
Other Information
Our registered address is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan, and our telephone number is 81-3-5224-1111.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. As a foreign private issuer, we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxy statements to shareholders. Our corporate website is www.mizuho-fg.co.jp/index.html.
4.B. Business Overview
General
We engage in banking, trust banking, securities and other businesses related to financial services.
In the fiscal year 2023, in light of the drastic changes in and increasing complexity of the external and internal business environments, we redefined the Corporate Identity, which is the foundation of what it means to be a Mizuho employee. In addition, upon determining the direction of Mizuho’s long-term growth, we established our current medium-term business plan (FY2023 to FY2025) beginning one year before the originally scheduled completion of the 5-Year Business Plan (FY2019 to FY2023). The targets of the current medium-term business plan are based on the assumption that the 5-Year Business Plan’s final year targets will have been met.
As for our business, as priority areas for resolving societal issues and accomplishing sustainable growth, we worked on “Support for the doubling of asset-based income,” “Improving customer experience,” “Enhancing the competitiveness of Japanese companies,” “Sustainability and innovation” and the “Global Corporate & Investment Banking (CIB) business model.”
In the fiscal year 2024, we established cutting-edge branches we call “Mizuho Atelier” where customers can drop in for casual consultations, improved the user interface (UI) and user experience (UX) of our Mizuho Direct app and other digital services, put in place next-generation AI-powered contact centers, and also announced a strategic capital and business alliance with Rakuten Card Co., Ltd. that will be part of creating a new business model in the payments space. In addition, in response to customer needs for asset formation and asset management, most prominently with the rollout of the new NISAs: Japan’s new tax exemption scheme for investment by individuals, we held Mizuho NISA Cafe seminars and formed a strategic partnership with U.S.-based asset manager Golub Capital. To enhance the competitiveness of Japanese companies, we offered support for business challenges of our clients, such as those with stagnating corporate value or price-to-book ratios short of 1, and their undertaking of corporate actions. Alongside this, we provided risk capital to startups and assisted business owners with their succession needs. Outside Japan, we are also helping to move forward cross-border M&A deals, leveraging the greater global coordination that came out of our acquisition of Greenhill, a U.S. M&A advisory firm, in December 2023.
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For more information on the initiatives that we have taken in the fiscal year ended March 31, 2025, see “—Group Operations—Group Management Structure.”
To enhance our corporate foundations which support our growth, we worked on corporate culture transformation, human capital enhancement, digital transformation (DX), IT reforms and maintenance of stable business operations.
In the fiscal year 2024, with the aim of instilling our Corporate Identity and Purpose, we actively carried out office visits by management members and conducted town hall meetings in order to raise employee engagement through the activation of internal communications. As a result, with respect to positive response rates for Staff Survey questions related to engagement and inclusion, the engagement score was 62% and the inclusion score was 67% in the fiscal year 2024, which are already roughly in line with the fiscal year 2025 targets of 65% set in the medium-term business plan. In order to promote the participation and advancement of employees and realize a talent portfolio in alignment with our business strategy, we shifted to a new human resources framework, “CANADE” in the fiscal year 2024. We also continued initiatives to prevent further incidents of system failure and to strengthen our ability to respond to failures. Even after the inspections had run their course, we continued such initiatives by incorporating them into our day-to-day operations to continuously deter major system failures, and at the same time, we made efforts to ensure that our initiatives take root.
In addition to the above-mentioned initiatives, we have proceeded with initiatives such as the creation of new business opportunities and the expansion of solution domains through the use of digital technology and open collaboration with third parties, including those in other industries.
Medium-term business plan
Our medium-term business plan defines the three years from FY2023 to FY2025 as a “three-year journey connecting various initiatives and co-creating value-added solutions in order to support our clients and solve social issues”. Our basic policy will be to make the most effective use of corporate resources through a flexible business development approach, and, together with our clients and society, build the cornerstone of future sustainable growth and prosperity.
Under Mizuho’s vision for the world, Mizuho aims to contribute to personal well-being and to the achievement of a sustainable society and economy supporting it. To this end, we have identified priority areas for addressing societal issues and achieving sustainable growth. These themes clarify what we need to focus on in our business in order to achieve our aim for the world in 10 years. Further, we are enhancing our corporate foundations towards achievement and growth in this regard.
Priority business domains
(1) Business focus areas
| • | Support for the doubling of asset-based income |
| • | Take the opportunity to expand the asset formation business through usage of Nippon Individual Savings Accounts (NISAs). In addition, by leveraging our group-wide strengths and strengthening our consulting personnel, address asset management and asset succession needs and grow together with our customers. |
| • | Improving customer experience |
| • | Seek to improve convenience through digital, remote, and in-person channels, while also leveraging collaboration with other companies, increase the attractiveness of deposit accounts and acquire a customer base for stable personal deposits and for future asset management and succession business. |
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| • | Enhancing the competitiveness of Japanese companies |
| • | Provide thorough support, including provision of support to large companies to transform their business structures mainly for the purpose of addressing sustainability and provision of strategic approaches with a focus on mid-cap companies, to our corporate clients so that they will be able to increase their corporate value and to achieve business growth, and thereby contribute to the enhancement of the global competitiveness of Japanese companies. |
| • | Sustainability and innovation |
| • | Establish a financing framework for the transition of industry and business structures. In addition, support start-up companies and the establishment of new technologies, including support in addressing sustainability, and create new business opportunities beyond the boundaries of finance. |
| • | Global Corporate & Investment Banking (CIB) business model |
| • | Proactively invest corporate resources in the Americas and Asia, which are growth fields; in the Americas, further deepen the Corporate & Investment Banking (CIB) business model (a business model that integrates loan transactions using Mizuho Bank’s balance sheet and capital market products and provides such integrated services and products); and, in Asia, achieve regional growth through utilizing our branch networks in the region and a flexible business development approach that identifies the targets of each country. |
(2) Enhancing our corporate foundations which support our growth
| • | Corporate culture transformation |
| • | Enhance engagement with our employees and clients through seamlessly promoting internal communication (transformation of our culture) and brand communication (strengthening of our brand). |
| • | Human capital enhancement |
| • | Strengthen our human capital through an approach that thoroughly implements strategic human resource allocation, such as employee rotation in line with strategies and development of executive leaders, and an approach that values the narratives of employees, such as supporting employees’ career development and ensuring supportive working environments. |
| • | Digital transformation (DX) |
| • | Strengthen the foundations for digital transformation by promoting scaling of incubation that leverages our group’s strengths to the fullest extent; by improving productivity through, among others, digitalization of operations; by developing employees who can realize the Mizuho DX strategy; and by utilizing data and other matters. |
| • | IT reforms |
| • | Promote IT reforms by optimizing the IT system structure, developing and operating IT systems together with users, upgrading our investment management and taking other measures to expand the IT investments needed to realize our business strategies. |
| • | Maintenance of stable business operations |
| • | Prevent memories of system failures from fading into the past and enhance our ability to respond to crises during business-as-usual times. |
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| - | For continuous deterrence of major system failures, ensure the continuance of initiatives for prevention of further system failures and enhancement of response capabilities, and also prevent memories of system failures from fading into the past. |
| • | Continuously upgrade our cybersecurity framework suited to the G-SIBs. |
| • | Further strengthen and expand our framework of measures for anti-money laundering (AML) and combating the financing of terrorism (CFT). |
| • | Thoroughly strengthen our global governance and flexibly control risks in light of the external environment. |
Sustainability approach and initiatives
We define sustainability as “environmental conservation and the sustainable development and prosperity of the economy, industry and society both in Japan and around the world, and the Mizuho group’s sustainable and steady growth.” By promoting sustainability initiatives, our group aims to improve our corporate value through the operation of our business giving due regard to creating value for diverse stakeholders and the sustainable and steady growth of the Mizuho group, and to contribute to the achievement of our Sustainable Development Goals (SDGs).
The forward-looking statements in this section are based on judgments made as of March 31, 2025, and our actual results may differ materially from such forward-looking statements due to various factors. See “Forward-Looking Statements.”
Governance, risk management, and strategy in relation to sustainability in general
Governance
Our group’s corporate governance structure is described in “Item 6. C. Board Practices.” Sustainability initiatives, including those addressing materiality, are also managed under this framework. In addition, as an advisory board to our Board of Directors, the Risk Committee has been established to provide suggestions to our Board of Directors regarding decision-making and supervision relating to risk governance and supervision of matters such as the status of risk management. A structure has been established to enable us to exercise appropriate supervisory functions by utilizing the expertise of external experts. Our Board of Directors and the Risk Committee discuss major sustainability issues, including climate-related risks, and disclose the contents of such discussions regularly.
Our Board of Directors determines our “Basic Policy on Sustainability Initiatives” and other matters and oversees the business execution of duties by directors and executive officers.
The Executive Management Committee deliberates important matters related to business execution concerning sustainability. In addition, the Management Policy Committee and other committees comprehensively deliberate and coordinate various issues related to sustainability across the company and matters important to the Mizuho group’s business strategy. Moreover, the Sustainability Promotion Committee, which is chaired by our President & Group CEO, deliberates and coordinates initiatives related to environmental and social issues, including responses to climate change and respect for human rights. Also, the Human Resources Strategy Council and the Diversity, Equity and Inclusion Promotion Committee (1) discuss, disseminate and promote human resources development policies and internal environment development policies necessary for human capital management. In addition, under the Executive Compensation System, the performance-linked compensation scheme “Stock Compensation II” incorporates a framework for evaluating stakeholders based on the perspectives of “shareholders,” “customers,” “economy and society,” and “employees.” The primary evaluation indicators include sustainability-related metrics such as the “sustainable finance amount,” “climate-related initiatives,” and “assessments by ESG rating agencies.”
(1): A committee that discusses, disseminates information, and promotes policies concerning, empowering employees from diverse backgrounds, specifically in Japan, in order to continuously create value based on diverse perspectives.
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Risk management
The Mizuho group has a Risk Appetite Framework (RAF) to enhance corporate value through the integrated management of business and financial strategies and risk management. We have also established a comprehensive risk management system, where we identify and evaluate risks as a whole and control them by classifying risks into categories, such as “credit risk,” “market risk,” “operational risk,” etc., according to risk category and manage such risks according to their characteristics. Within this risk management framework, we recognize the risks associated with sustainability, identify the risks that are important in executing our fiscal year business plans, and control risks based on business strategies and the characteristics of each risk category.
In addition, we have introduced a “top risk management” system, where we select risks that are recognized to have a potential major impact on the Mizuho group. As of May 2025, top risks include, among others, the “worsening impact of climate change and inadequate environmental responses” and “stagnation of sustainable growth due to a talent shortage.” The selected top risks are used to strengthen risk control and governance through the consideration of measures to enhance risk control, such as preventive measures and follow-up actions and incorporating such measures into our fiscal year business plans.
To strengthen management of climate-related risks, we have established our “Basic Policy for Climate-related Risk Management” based on the characteristics of climate-related risks, such as the probability of occurrence, time horizon uncertainty, impact size and transmission through to other risks. In addition, in order to prevent and mitigate negative impacts on the environment and society through investments and loans, we have identified businesses and sectors that are likely to promote negative impacts, and established an “Environmental and Social Management Policy for Financial Activities.” With regard to human resources risks, we have established a “Basic Policy for Human Resources Risk Management.” By monitoring data related to human resource management from multiple perspectives, we implement appropriate measures to control and reduce risks that may harm employees or cause tangible or intangible losses to our group.
Strategy
We will seamlessly promote our sustainability initiatives with strategies across the Mizuho group pursuant to our Basic Policy on Sustainability Initiatives that defines our fundamental approach and methods for advancing sustainability initiatives. In addition, based on the expectations of stakeholders for the social impact to be made by the Mizuho group and the importance for the Mizuho group with respect to the medium- to long-term impact on our corporate value and compatibility with the Mizuho group’s strategies and business areas, we identified “materiality” (medium- to long-term priority issues for the sustainable growth and development of the Mizuho group, our clients, our employees, the economy, society and other stakeholders) and clarified the risks and opportunities faced by Mizuho and our specific initiative plans. When implementing sustainability initiatives, we will, by addressing materiality areas from a long-term perspective, contribute to environmental conservation and the sustainable development and prosperity of the economy, industry and society both in Japan and around the world, and aim to improve our corporate value through the operation of our business giving due regard to creating value for diverse stakeholders and the sustainable and steady growth of the Mizuho group.
| Materiality |
Main Initiatives |
Relevant Section | ||
| Declining birthrate and aging population, plus good health and lengthening lifespans
In an age of longer lifespans, provide safe, stable and convenient services tailored to each individual’s needs |
• Comprehensive asset management consulting for individual asset formation, management and succession
• Improvement of the quality and convenience of both digital and in-person customer channels |
• See “Item 4.B. Information on the Company—Business Overview” |
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| Materiality |
Main Initiatives |
Relevant Section | ||
| Industry development & innovation
Support industry and business development, and create new value on a global basis |
• Initiatives targeting the entire industry, such as support for business and industrial structure transformation to address climate change
• Social impact creation through support for growth of innovative companies and co-creation with them
• Support for business succession by Japanese companies with technological capabilities |
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| Sound economic growth
Contribute to economic development by utilizing financial infrastructure functions to respond to changes in the Japanese and global business environment |
• Contribution to enhancement of corporate value of mid-cap companies and revitalization of the Japanese economy
• Response to asset management needs by strengthening management capabilities and revitalization of origination and distribution
• Development of CIB (Corporate and Investment Banking) businesses in global capital markets |
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| Environment & society
Cooperate with customers to realize sustainable social development, including environmental conservation |
• Provision of sustainability-driven solutions, support for business structure transformation and propagation of these solutions and support to each corporate segment
• Implementation of measures addressing environmental and climate change, and initiatives on social issues and human rights |
• See “—Climate change” | ||
| Personnel
Based on a corporate culture where employees can act independently, develop a diverse workforce that grows together with customers and society |
• Promotion of group-wide initiatives to transform the corporate culture
• Development of employees capable of resolving social issues through strategic employee rotation and investment in talent
• Creation of a supportive working environment and an even more inclusive organization that supports the active participation of diverse personnel |
• See “—Human capital” | ||
| Governance
Implement strong corporate governance and stable operational management to benefit customers and society |
• Strengthening of our operational resilience (crisis response during times of normal operations)
• Further strengthening and expansion of cybersecurity measures and AML/CFT systems
• Strengthening of global governance |
• See “Item 3.D. Key Information—Risk Factors” | ||
The following subsections are an overview of initiatives to address climate change, which falls under the materiality category of “Environment & society”, and initiatives for human capital, which falls under the materiality category of “Personnel.” In addition, regarding initiatives for other materiality categories, refer to the relevant sections shown in the right-most column in the table above.
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Climate change
Strategy
| • | In our “Environmental Policy” and “Mizuho’s Approach to Achieving Net Zero by 2050”, we have clarified our stance on climate change and our aims and actions towards realizing a low-carbon society, and we have been implementing such initiatives on a group-wide basis. In order to achieve a low-carbon society by 2050, based on the Net Zero Transition Plan formulated from the three perspectives, i.e., capturing business opportunities, enhancing risk management and facilitating transition in the real economy, Mizuho will promote a more integrated and effective response to climate change, and contribute to the realization of a low-carbon society by 2050 and the building of a society resilient to climate change. |
(Recognition of opportunities and risks related to climate change)
| • | We see client investment in technological and business model development that leads to decarbonization as a business opportunity for us. With client engagement (constructive dialogue) as a starting point, we will support our clients’ transition to a low-carbon society and their response to climate change. |
| • | As climate-related risks, we are identifying transition and physical risks resulting from climate change and recognizing the expected impacts of risks in individual risk categories. |
| • | Transition risks: We assume credit risks and other impacts arising from the deterioration of clients’ business performance, caused by strengthened policies such as carbon taxes and fuel efficiency regulations, or delays in transitioning to decarbonization and other environmental technologies. |
| • | Physical risks: We assume credit risks and other impacts arising from damage to our group’s assets, the decline in our clients’ revenues due to business stagnation and workforce reduction, all of which are caused by rising temperatures and increases in the frequency and severity of natural disasters. |
(Scenario analysis)
| • | We conduct scenario analysis of transition and physical risks in order to ascertain the future impact of climate change on our group portfolio. We conduct the analysis under a number of scenarios, for the purpose of increasing the flexibility of plans and resilience of strategy in anticipation of various future climate change-related circumstances. |
Human capital
Strategy
| • | With respect to our personnel, who are the source of our corporate value, by thoroughly implementing strategic human resource allocation and conducting human resource management that values the narratives of employees, we will aim to realize balanced human resource management that is both flexible and in line with our business strategy and also aim to ensure that each employee will contribute in their own way and grow together with the company. Specifically, we will work to (i) promote the initiatives to transform our corporate culture, (ii) develop employees capable of resolving social issues and (iii) ensure supportive working environments and become an even more inclusive organization. |
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Details of human resource and organizational management initiatives.
| (i) Promote the initiatives to transform our corporate culture on a group-wide basis |
Culture and personnel, which are foundational, are essential for ensuring the continuous execution of strategies and for achieving continuous growth, and with the aim of creating an organization where everyone can take the initiative on their own and engage in constructive communication, we will work on internal communication (transforming our corporate culture) and brand communication (strengthening our brand).
– Promote measures to ensure that each and every employee will fully understand sustainability based on revision of our corporate identity.
– In addition to the internal initiatives, work on reaffirming Mizuho’s external image and rebuilding our brand. | |
| (ii) Develop employees capable of resolving social issues through strategic employee rotation and investment in talent <Talent development policy> |
With the aim of building a talent portfolio that balances the career ambitions of each and every employee with each business field’s need for talent to realize its strategies, we will conduct our talent development process strategically by business area on a group wide basis in accordance with the career development stage of each employee and also work on leadership development and executive succession planning for those who lead the firm across businesses.
– Strengthen personnel capabilities by expanding investment in talent that is necessary for learning, reskilling and upskilling for career development.
– Promote strategic employee rotation aligned with medium- to long-term business strategies and also upgrade people analytics.
– Under our Group CEO, promote the Executive Leader Development Program from a medium- to long-term perspective through assignments or the relevant employee’s own initiative. | |
| (iii) Create an engaging work environment that supports the active participation of a diverse workforce and be an even more inclusive organization. <Work environment improvement policy> |
With the aim of creating an engaging work environment that will encourage all employees to enjoy a long and fulfilling career at the Mizuho group and to contribute to the company and work diligently, we will establish an organization where diverse perspectives and values are respected and employees can demonstrate their identity and abilities to the fullest.
– Enhance the human resource framework that is common to all five core group companies and that supports employees’ challenges, rewards their contributions and provides an engaging work environment, and ensure the stable operation of the unified human resource systems.
– Support workplace-centric efforts for organizational development that focuses on relationships between colleagues and raises motivation and performance across the organization as a whole.
– Implement initiatives to support employee financial wellness, including provision of frameworks to support employee initiatives to build their assets and provision of opportunities to obtain financial education. | |
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Group Operations
Group Management Structure
We operate our group through five in-house companies, which determine and promote strategies group-wide across banking, trust banking, securities and other business areas according to customer segments, and two units that support all of the in-house companies.
The company system is classified into the following five in-house companies and two units: the Retail & Business Banking Company, the Corporate & Investment Banking Company, the Global Corporate & Investment Banking Company, the Global Markets Company, the Asset Management Company, the Global Transaction Banking Unit and the Research & Consulting Unit.
Retail & Business Banking Company
The Retail & Business Banking Company is responsible for customer segments consisting of individual customers, SMEs and middle-market corporations, and engages in consulting services that integrate banking, trust banking, securities and other functions within the Mizuho group, as well as providing convenient financial services by leveraging advanced technologies and forming alliances with other companies.
For individual customers, the Retail & Business Banking Company will strive to improve our capacity to provide consulting services, including on asset management and asset succession, while working on the development and provision of convenient services by leveraging advanced technologies and forming alliances with other companies and institutions.
As a reliable partner in an era of lengthening lifespans, we support customers who have concerns about their long-term plans, and in addition to the consulting services that combine banking, trust banking and securities functions, we offer our customers asset formation support that utilizes advanced technologies, such as AI-powered asset management advisory services and asset management support utilizing remote channels, etc. Accordingly, in addition to strengthening our efforts related to NISA and iDeCo, an individual-type defined contribution pension plan, we will strengthen financial education through seminars.
Furthermore, to support smooth asset succession, we provide products and services that utilize our trust functions such as Multifunctional Safety Trust and will trusts, and inheritance arrangement services.
With respect to the loan business, we have expanded our line of housing loan and card loan products and offer various products and services in response to each customer’s life stage, including products that meet a diverse range of needs, internet-based services and the development of a new business model that utilizes advanced technology.
We also provide products and services to officers and employees of our corporate clients, such as opening accounts for payroll, providing housing loans, management of retirement payments, etc.
In addition, in an effort to increase customer convenience, we have enhanced the efficiency of our branch and ATM network throughout Japan. As part of these efforts, we pushed for banking, trust banking and securities services to be provided at the same location, including by setting up Mizuho Securities’ “Planet Booths” in the branches and offices of Mizuho Bank.
Moreover, with the aim of constructing a convenient and efficient channel network that responds to changes in customer needs, we are promoting the next generation of branches and offices which serve as consulting spaces along with a reduction of the number of branches and offices through reorganization and consolidation.
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We have also made efforts to enhance customer convenience. For example, we are engaging in collaboration with other companies and are utilizing advanced technologies to offer new financial and other services and to enhance the quality of our internet and smart phone services, in light of changing customer needs due to ongoing digitalization.
On November 13, 2024, Mizuho Financial Group agreed to enter into a strategic capital and business alliance with Rakuten Card Co., Ltd., a consolidated subsidiary of Rakuten Group, Inc. Through this alliance, Mizuho Financial Group has acquired 14.99% of the common stock in Rakuten Card Co., Ltd. from Rakuten Group. We will promote initiatives aimed at building a new retail business model that offers greater convenience in the payment business.
Further, we undertake business related to lottery tickets, such as the sales of lottery tickets issued by prefectures and ordinance-designated cities.
For small- and medium-sized enterprises and middle-market firms, the Retail & Business Banking Company provides solutions with respect to both types of needs: management issues such as business development, and the personal issues of customers who are business owners, such as asset inheritance and management, etc.
In response to increasing customer needs related to their growth strategy or business succession in an unclear business environment, we offer multi-layered solutions in response to the various development stages of our customers’ businesses through the combined strength of our entire group, including banking, trust banking and securities, based on a customer-focused approach.
Specifically, we offer syndicated loans, advisory services related to overseas expansions, mergers and acquisitions-related services, and business matching services, depending on the customers’ business strategies, in addition to brokering financial products and expanding the customer base for our trustee business for defined contribution pension plans, combining financial services and advanced advisory services.
Furthermore, due to the aging of Japanese business owners, business succession and asset inheritance has become a matter of urgency. Using our succession and property know-how, we actively offer solutions for optimal and smooth business succession and asset inheritance, including the inheritance of business ownership and corporate stock as well as corporate reorganization, addressing both individual and corporate needs.
Moreover, we leverage our existing customer base to support the growth of innovative companies that show future promise by means of finance and other solutions.
In light of structural changes in customer needs against the backdrop of further progress in digitalization, an aging society with a low birthrate and other factors, we aim to enhance the efficiency of sales channels, including physical storefronts, and expand new business areas to realize the wants and desires of individual customers as well as the sustainable growth of corporate customers.
In order to achieve this goal, we intend to take advantage of our broad customer base, trustworthiness and dependability, as well as our consulting capabilities. At the same time, we intend to collaborate openly with those both inside and outside the Mizuho group to provide new value incorporating both financial and non-financial products and services, as a partner for individual customers’ life plans and corporate customers’ growth strategies and business succession.
Corporate & Investment Banking Company
The Corporate & Investment Banking Company is responsible for customer segments consisting of large companies, financial institutions and public-sector entities in Japan, and provides custom-designed solutions for
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each client on a group-wide basis to meet their needs for both financial or non-financial products and services through investment banking product functions, such as M&A and businesses related to real estate.
For large corporate customers, based on our solid customer relationships and utilizing our global industry knowledge, we do not only provide financing, but also group-wide financial solutions such as fund management, underwriting of equity and bonds, M&A advisory and risk hedging products, etc., on a global basis to meet their needs in fund-raising, investment, management and financial strategies.
Mizuho Bank and Mizuho Securities have introduced a dual-hat structure in Japan. Through inter-sectoral group collaboration, they provide our customers with solutions tailored to their capital management, business strategy and financial strategy.
Mizuho Bank and Mizuho Trust & Banking together provide solutions related to real estate, where we have a leading track record in the industry in Japan. They also work together in the areas of pensions, asset securitization, securities management, stock transfer agent matters, consulting matters, etc., in response to our customers’ diversified needs.
For financial institutions, we offer advisory services and solutions, such as advice on financial strategy and proposals on various investment products, by concentrating our diverse financial expertise from each group company to meet the increasingly sophisticated and diversified needs of customers.
For public sector customers, as a leading bank with a wealth of experience and a solid track record, we provide optimal financial services group-wide that include funding support as a trustee and underwriter of public bonds, and services as a designated financial institution. In addition, in the field of revitalizing rural regions in Japan, an important matter to the Japanese economy, we engage in Public Private Partnerships/Private Finance Initiatives (PPP and PFI) projects in collaboration with regional financial institutions, national and regional government entities and their affiliates.
We will build new relationships with customers and endeavor to realize value co-creation and co-prosperity based on changes in customer needs in response to changes in social and industrial structures. To that end, we plan to enhance our risk management services for our customers through products and services such as mezzanine investment and debt financing including preferred shares and subordinated loans.
The environment that our customers are facing is changing rapidly due to such factors as the progress of industry transformation and society’s heightened interest in sustainability, as well as intensified geopolitical risks. Under such circumstances, we strive to become a value co-creation partner for our customers in order to help them achieve sustainable growth by providing solutions with in-depth industry- and product-specific knowledge through the combined strength of our banking, trust banking, securities, and research and technology functions.
Global Corporate & Investment Banking Company
The Global Corporate & Investment Banking Company is responsible for customer segments consisting of both Japanese companies operating outside Japan and non-Japanese companies, and provides various solutions by taking advantage of our deep understanding of our clients’ businesses and our strengths in corporate finance and transaction banking, such as lending and corporate bond underwriting.
For our Japanese corporate customers, we provide integrated support both in and outside Japan to help them expand their overseas operations. We offer highly specialized services that use our advanced financial technologies and expertise. Particularly in Asia, we support Japanese corporate customers developing new markets by offering advisory and other services.
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In addition, through our Global 300 Strategy, which involves focusing on a group of approximately 300 blue-chip non-Japanese companies, we are expanding business with non-Japanese corporate customers. We aim to provide LCM/DCM financing and financial solutions to global companies developing business in Asia, by utilizing our high presence in the U.S. capital markets and network in Asian economic regions that have been growing rapidly.
Meanwhile, we are enhancing our channels with customers in order to strengthen the framework to support their business outside Japan. We are forming business alliances with local financial institutions and government-affiliated institutions to provide up-to-date local information to our customers. We are also enhancing our service framework to address the diverse business needs of customers. We will aim to build long-term relationships with customers by utilizing business, financial and ESG consulting and our close relationships with the top management of corporate customers based on our know-how and insight regarding each country and industry sector.
In anticipation of future growth constraints, such as the phased implementation of Basel regulations and our foreign currency funding capabilities, we will continue our initiatives such as improving our profitability by strengthening current business bases and diversifying our product lineup, the reforming of cost structure and adjusting of our business portfolio through selection and concentration.
On April 5, 2025, Mizuho Bank Europe N.V., a local subsidiary of Mizuho Bank in Amsterdam, Netherlands, as the surviving company, merged with Mizuho Securities Europe GmbH, a local subsidiary of Mizuho Securities in Frankfurt, Germany. Mizuho Bank Europe N.V. transitioned to a universal bank model, which integrates its banking and securities businesses on April 7, 2025, and will be better able to provide comprehensive financial services and meet its valued clients’ expectations.
Global Markets Company
The Global Markets Company is responsible for market-related businesses, engages in sales and trading services for a wide range of customers, from individuals to institutional investors, by offering market products to meet their risk hedging and asset management needs, and also conducts ALM and investment business, including stable capital raising and balance sheet management as well as management of fixed income, equity and other securities portfolios.
To become a top-class Asian player in the global markets, our basic strategy is to enhance our presence in the market so that we can develop the most suitable products and organizational structure based on arising customer needs.
With respect to the sales and trading business, we have continued to promote the integration of banking and securities functions and expand the product lineup in order to diversify our revenue base.
Against the backdrop of the mitigated restrictions of the firewall regulation in Japan, we will further deepen the integration of banking and securities functions in Japan, and will continue to accelerate the integration in other parts of Asia. We aim to further enhance our presence by providing solutions more effectively and improving our trading capabilities through consolidating global risks and setting up electronic trading platforms to meet our customers’ diversified needs.
With respect to our ALM and investment business, amidst a volatile market environment, through utilizing methodologies including our advanced early warning control, meticulous market analysis and abundant hedging methodologies, we adjust our asset allocation with flexibility to achieve a balance between realized profits and unrealized profits. With respect to ALM, through flexible balance sheet management and stable fund raising that takes into account changes in the foreign currency deposit-loan ratio, we are supporting our customers’ global businesses. We strive for stable and efficient operations on a global basis to contribute to the well-being of the overall business performance of the Mizuho group.
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Moreover, we are promoting sustainability in various functions of sales and trading, investment and fund-raising businesses.
In addition, we have been working on maintaining and strengthening our competitiveness by enhancing our infrastructure, including next-generation trading rooms in anticipation of technological progress and our market system based on strategic management resource allocation and cost reduction, and by further strengthening the digital literacy of employees for market business and developing personnel with highly specialized knowledge.
We aim to realize a stable earnings structure in ALM and the investment business and to improve sales and trading services with clearly defined focus areas which enable us to draw on diverse intermediary functions through the market and create diverse value for our customers.
In order to achieve this goal, as a partner with expert knowledge of market mechanisms that has insight into markets, we will aim to enhance our asset allocation and product lineup and aim to establish a stable profit base. At the same time, we will strive to provide appropriate investment opportunities to investors with different risk appetites.
Asset Management Company
The Asset Management Company is responsible for businesses related to asset management, and provides products and services that meet the asset management needs of our wide range of customers, from individuals to institutional investors, through the collaboration between the group’s banking, trust banking and securities functions as well as Asset Management One Co., Ltd.
For individual customers, we offer investment products that contribute to their medium- to long-term asset formation in order to meet their various needs.
For institutional investors such as pension funds, we make our asset management capabilities more sophisticated and offer comprehensive solution services to meet their diversified and sophisticated asset management needs.
We offer our customers investment products that are best suited to them by strengthening our asset management capabilities in collaboration with our group companies and affiliates such as the New York subsidiary and other foreign subsidiaries of Asset Management One that are established for diversified global investments; Asset Management One Alternative Investments, Ltd. located in Tokyo, that selects and offers hedge funds, and Matthews Asia, an independent, privately owned firm and the largest dedicated Asia investment specialist in the United States.
In addition, in various product fields, we are focusing on developing and offering products through collaboration with BlackRock, Inc., Partner Group AG and Golub Capital.
By providing these solutions, addressing ESG issues through engagement in responsible investment, and seeking efficiency and innovativeness through transformation and operating process reforms, we aim to contribute to the revitalization of financial assets in Japan and realize the medium- to long-term growth of our asset management business.
On November 29, 2024, Mizuho Bank, as the surviving company, and Defined Contribution Plan Services Co., Ltd. entered into a merger agreement, subject to approval from the relevant authorities. To enhance services in the defined contribution pension field, which is expected to expand further, Mizuho Bank will strengthen the operational structure of its online services and call centers and improve management efficiency by consolidating its administrative departments.
On February 28, 2025, Mizuho Financial Group announced that it has entered into an agreement with State Street Corporation to sell to said company the global custody and related businesses of Mizuho Trust & Banking (Luxembourg) S.A., which is a local subsidiary of Mizuho Trust & Banking Co., Ltd. in Luxembourg, and Mizuho Bank (USA), which is a local subsidiary of Mizuho Bank in the U.S., subject to notification to the relevant authorities and obtaining permits therefrom.
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Global Transaction Banking Unit
The Global Transaction Banking Unit is in charge of providing transaction banking solution services to customers in a wide range of segments, including corporate clients and investors. We aim to respond to customer needs that are becoming sophisticated and diverse by drawing on our high level of expertise in each area, including domestic and foreign payments, cash management and trade finance.
In the transaction business, we provide various solutions in accordance with customer needs and the character of their business as follows:
| • | For our corporate customers, we offer various financial services and products such as online banking, cash management solutions, domestic/foreign currency transaction services and trade finance on a global basis. |
| • | For financial institutions and institutional investors, we promote custody and yen correspondence settlement. |
| • | In addition, we are further expanding our range of services in collaboration with our group companies and leveraging the latest technological innovations. |
Furthermore, we will closely collaborate with offices in Japan and around the world to respond with flexibility on a global basis to a diverse range of needs of our customers, especially for cash management, settlements and other transaction banking services. In addition, we are working to provide solutions from a long-term perspective by capturing market trends in various business areas such as enhancement of business functionalities in light of the progress in digital transformation while maintaining our role as a stable settlement platform.
Research & Consulting Unit
The Research & Consulting Unit offers a wide variety of solutions with research functions that provide deep analysis, spanning from industrial to macroeconomic analysis and consulting functions that cover many fields, from specialized areas such as the environment to business strategies.
In the research field, we conduct deep investigations and wide-ranging analyses from macro-economics to industry and corporate trends, and link research and business origination functions.
In the consulting field, we also offer a wide range of functions to help solve various issues that companies face, including those regarding management, HR planning, sustainable transformation and digital transformation strategy, and the creation of new businesses, as well as social issues within the public sector, including environment & energy, infrastructure and health care.
In addition to the acceleration of digitalization, the rapid development of sustainability trends, such as decarbonization, resource circulation and human rights have been further diversifying our customers’ needs. By taking initiatives such as enhancing the sophistication of research and expansion of consulting functions and by utilizing our industry and economic expertise, including those in relation to social issues and corporate management, which will be the source of our enhanced competitiveness, we intend to provide advanced and progressive value for helping address the issues of our customers and of society.
On September 30, 2024, Mizuho Financial Group began examining the integration of Mizuho Bank and Mizuho Research & Technologies, Ltd. By integrating personnel with expertise in research, consulting, IT, and technology development with banking personnel, Mizuho Financial Group will qualitatively transform its business and will offer products and services with higher added value to customers and society.
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Competition
We engage in banking, trust banking, securities and other businesses related to financial services and face strong competition in all of those areas of businesses. See “Item 3.D. Key Information—Risk Factors—Intensification of competition in the market for financial services could have an adverse effect on us.” as well.
Our major competitors in Japan include:
| • | Japan’s other major banking groups: Mitsubishi UFJ Financial Group and Sumitomo Mitsui Financial Group. |
| • | Other banking institutions: These include city banks, trust banks, regional banks, shinkin banks (or credit associations), credit cooperatives, agricultural cooperatives, foreign banks and retail-oriented banks. |
| • | Securities companies and investment banks: These include both domestic securities companies and the Japanese affiliates of global investment banks. |
| • | Government financial institutions: These include Japan Finance Corporation, Japan Post Bank, Development Bank of Japan and Japan Bank for International Cooperation. |
| • | Non-bank finance companies: These include credit card issuers, installment shopping credit companies, leasing companies and other non-bank finance companies. |
| • | Asset management companies. |
| • | Other financial service providers, such as those that utilize “FinTech.” |
In global markets, we face competition with other commercial banks and other financial institutions, particularly major global banks and the leading local banks in those financial markets outside Japan in which we conduct business.
Japanese Banking and Securities Industry
Private banking institutions in Japan are normally classified into two categories (the following numbers are based on information published by the Financial Services Agency, available as of May 13, 2025): (i) ordinary banks, of which there were 120, not including foreign commercial banks with banking operations in Japan; and (ii) trust banks, of which there were 13, including Japanese subsidiaries of foreign financial institutions and subsidiaries of Japanese financial institutions.
Ordinary banks consist mainly of city banks and regional banks. City banks include the three largest banks in Japan (the “Mega-banks”), including Mizuho Bank. They are based in large cities and operate on a nation-wide scale through networks of branch offices. The Mega-banks provide a wide range of operations, including retail banking, small and medium-sized enterprise banking, large corporate banking, international operations and investment banking. Regional banks are mostly based in one of the prefectures of Japan and are generally much smaller in terms of total assets than city banks. In recent years, as a consequence of changes in the business environment, the number of regional banks that integrate their businesses with other regional banks based in other prefectures has been increasing. Customers of regional banks are mainly local retail customers, regional enterprises and local public utilities. In addition to these types of banks, new retail-oriented banks have emerged in recent years, including Internet banks and banks specializing in placing their ATMs in convenience stores and supermarkets without maintaining a branch network.
In addition to banking business, trust banks, including Mizuho Trust & Banking, are engaged in trust services, such as money trust, pension trust and investment trust services, as well as real estate and testamentary trust services.
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Based on information published by the Financial Services Agency, available as of May 13, 2025, there were 54 foreign banks operating banking businesses in Japan. These banks are subject to a statutory framework similar to the regulations applicable to Japanese domestic banks. Their principal sources of funds come from their overseas head offices or other branches.
A number of government financial institutions, organized in order to supplement the activities of private banking institutions, have been in the process of business and organizational restructuring in recent years. In October 2008, some of the government financial institutions were consolidated to form Japan Finance Corporation, which mainly provides financing for small and medium-sized enterprises and those engaged in agriculture, forestry and fishery, and also provides export financing for Japanese corporations. In October 2008, Development Bank of Japan, which mainly engages in corporate financing, and Shoko Chukin Bank, which mainly engages in financing for small and medium-sized enterprises, were transformed into joint stock corporations. Subsequently, in June 2023, the law to partially amend the Shoko Chukin Bank Limited Act was passed by the Diet. According to this law, the Japanese government will endeavor to dispose of all of its ownership in Shoko Chukin Bank as soon as possible within a period of two years from June 16, 2023, the date of promulgation, and after such disposal is completed, a decision will be made on whether to implement full privatization, taking into account various circumstances. In April 2024, the Japanese government announced that it has commenced a process to dispose of all of its ownership in Shoko Chukin Bank, and this process was completed by June 12, 2025.
In April 2012, Japan Bank for International Cooperation, which provides policy-based finance with the mission of contributing to the sound development of Japan and the international economy and society, was spun off from Japan Finance Corporation and was established as a joint stock corporation wholly owned by the Japanese government.
Another government financial institution, Japan Housing Finance Agency, supports the housing loan business of private financial institutions through securitization of such loans.
A distinctive element of the Japanese banking system is the role of postal savings. Postal savings deposits are gathered through the network of governmental post offices scattered throughout Japan, and their balance of deposits totaled over 200 trillion yen in the past. Since the beginning of the 2000s, the governmental postal business has been in the phased process of organizational restructuring. In 2003, the governmental postal business was transferred to Japan Post, a government-owned entity established in the same year, and in 2007, Japan Post was transformed into a government-owned joint stock corporation holding four operating companies including Japan Post Bank Co., Ltd., which currently operates as an ordinary bank. In November 2015, the shares of the three main companies of the Japan Post group were listed on the Tokyo Stock Exchange, with Japan Post Holdings Co., Ltd. (“JPH”) disposing of approximately 11% of its ownership in the two subsidiaries, Japan Post Bank Co., Ltd. and Japan Post Insurance Co., Ltd., while the Japanese government disposed of approximately 11% of its ownership in JPH. The Japanese government has continued to dispose of its ownership in JPH and owned approximately 33% of its shares as of September 30, 2023, the lower limit prescribed by law. JPH has aimed to dispose of the shares of the above-mentioned two subsidiaries to lower the holding ratio to 50% or less as early as possible by March 2026, and had reduced its holding ratio of the shares of Japan Post Insurance Co., Ltd. to less than 50% by June 2021. In addition, in March 2025, JPH also partially disposed of its ownership in Japan Post Bank Co., Ltd. and reduced its holding ratio of the shares (excluding treasury shares owned by Japan Post Bank Co., Ltd.) to 50% after the disposal. In February 2025, JPH announced its plan to further reduce its holding ratio to less than 50% by contributing a part of its holding to a share disposal trust, after which timing Japan Post Bank Co., Ltd. will become permitted to enter into new businesses without being required to obtain authorization from the government.
In April 2019, the maximum deposit amount that Japan Post Bank Co., Ltd. may accept increased from 13 million yen in aggregate for ordinary deposits and time deposits to a total of 26 million yen, 13 million yen each for ordinary deposits and time deposits.
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In recent years, as a result of technological advances in the digital field called “FinTech,” entry from different industries into areas considered to be the inherent business of financial institutions such as settlement services has been increasing.
In the Japanese securities market, a large number of registered entities, including Mizuho Securities, are engaged in securities businesses, such as sales and underwriting of securities, investment advisory and investment management services. As deregulation of the securities market progressed, several of the country’s banking groups have entered into this market through their subsidiaries. In addition, foreign financial institutions have been active in this market.
Supervision and Regulation
Japan
Pursuant to the Banking Act (Ginkou Hou) (Act No. 59 of 1981, as amended), the Prime Minister of Japan has authority to supervise banks in Japan and delegates certain supervisory control over banks in Japan to the Commissioner of the Financial Services Agency. The Bank of Japan also has supervisory authority over banks in Japan, based primarily on its contractual agreements and transactions with the banks.
Financial Services Agency
Although the Prime Minister has supervisory authority over banks in Japan, except for matters prescribed by government order, this authority is generally delegated to the Commissioner of the Financial Services Agency. Additionally, the position of Minister of State for Financial Services was established by the Cabinet to direct the Commissioner of the Financial Services Agency and to support the Prime Minister.
Under the Banking Act, the Prime Minister’s authority over banks and bank holding companies in Japan extends to various areas, including granting and cancellation of licenses, ordering the suspension of business in whole or in part and requiring submission of business reports or materials. Under the prompt corrective action system, the Financial Services Agency, acting on behalf of the Prime Minister, may take corrective action in the case of failure to meet the minimum capital adequacy ratio or the minimum leverage ratio of banks, bank holding companies, their subsidiaries and companies having special relationships prescribed by the cabinet order. See “Capital Adequacy” and “Leverage Ratio” below. These actions include requiring a financial institution to formulate and implement reform measures, requiring it to reduce assets or take other specific actions and issuing an order to suspend all or part of its business operations.
In addition, under the capital distribution constraints system introduced in March 2016, the Financial Services Agency, acting on behalf of the Prime Minister, may order a bank holding company or bank to submit and carry out a capital distribution constraints plan in the case of failure to meet the minimum capital buffer ratio or the minimum leverage buffer ratio. See “Capital Adequacy” and “Leverage Ratio” below. The capital distribution constraints plan is required to be considered reasonable to restore the capital buffer ratio or the leverage buffer ratio, and include restrictions on capital distributions, such as dividends, share buybacks and bonuses payments, up to a certain amount as determined depending on the level of the capital buffer.
Furthermore, under the Japanese TLAC regulations introduced in March 2019, the Financial Services Agency, acting on behalf of the Prime Minister, may order the bank holding company of a G-SIB in Japan designated as the domestic resolution entity of such G-SIB to submit reports related to improvement of TLAC or may issue a business improvement order to such domestic resolution entity if the external TLAC ratio of the domestic resolution entity or the internal TLAC amount of its material subsidiaries in Japan fall below the minimum requirements. See “Total Loss Absorbing Capacity” below.
Under the prompt warning system introduced in December 2002, the Financial Services Agency may take precautionary measures to maintain and promote the sound operations of financial institutions, even before those
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financial institutions become subject to the prompt corrective action system. These measures require a financial institution to reform profitability, credit risk management, stability and cash flow.
The Bank of Japan
The Bank of Japan is Japan’s central bank and serves as the principal instrument for the execution of Japan’s monetary policy. The principal measures by which the Bank of Japan implements monetary policy are the adjustment of its discount rate, its operations in the open market and the imposition of deposit reserve requirements. Banks in Japan are allowed to obtain borrowings from, and rediscount bills with, the Bank of Japan. Moreover, most banks in Japan maintain current accounts under agreements with the Bank of Japan pursuant to which the Bank of Japan is entitled to supervise, examine and audit the banks. The supervisory functions of the Bank of Japan are intended to enable it to ensure smooth settlement of funds among banks and other financial institutions, thereby contributing to the maintenance of an orderly financial system, whereas the supervisory practices of the Prime Minister and the Commissioner of the Financial Services Agency are intended to maintain the sound operations of banks and promote the security of depositors.
Examination of Banks
The Banking Act authorizes the Prime Minister to inspect banks and bank holding companies in Japan at any time. By evaluating banks’ systems of self-assessment, auditing their accounts and reviewing their compliance with laws and regulations, the Financial Services Agency monitors the financial soundness of banks, including the status and performance of their control systems for business activities.
The inspection of banks had been performed pursuant to a Financial Inspection Manual published by the Financial Services Agency. However, in December 2017, in order to upgrade the quality of its supervisory activities, to strengthen Japan’s financial infrastructure, and to enable the Japanese economy to realize its full potential, the Financial Services Agency embarked on the review of the supervisory approaches. The Financial Services Agency announced the “JFSA’s supervisory approaches — Replacing checklists with engagement” in June 2018, and is committed to continuous improvement of the supervisory approaches through dialogue with financial institutions, etc. by using theme-specific reports, etc. Based on this, in December 2019, the Financial Services Agency repealed the Financial Inspection Manual, including the appendix that was referred to for self-assessment and determining the write-off and allowance.
In addition to individual financial institutions, the Financial Services Agency also supervises financial groups as a whole based on its guidelines for supervision.
The Bank of Japan also conducts examinations of banks. The examinations are normally conducted once every few years, and involve such matters as examining asset quality, risk management and reliability of operations. Through these examinations, the Bank of Japan seeks to identify problems at an early stage and give corrective guidance where necessary.
In March 2021, the Financial Services Agency and the Bank of Japan released the “Initiatives for strengthening the cooperation between the Financial Services Agency and the Bank of Japan,” which aims to increase efficiency and reduce the burden on financial institutions without compromising the comprehensiveness of the regulation. To achieve this, the two institutions would strengthen cooperation among their regulation schemes including the inspections and supervision by the Financial Services Agency, as well as the on-site inspections and off-site monitoring conducted by the Bank of Japan.
In addition, the Securities and Exchange Surveillance Commission examines banks in connection with their financial instruments business activities in accordance with the Financial Instruments and Exchange Act (Kinyu Shouhin Torihiki Hou) (Act No. 25 of 1948, as amended).
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Examination and Reporting Applicable to Shareholders
Under the Banking Act, a person who intends to hold 20% (in certain exceptional cases, 15%) or more of the voting rights of a bank is required to obtain prior approval of the Commissioner of the Financial Services Agency. In addition, the Financial Services Agency may request reports or submission of materials from, or inspect, any principal shareholder who holds 20% (in certain exceptional cases, 15%) or more of the voting rights of a bank, if necessary, in order to secure the sound and appropriate operation of the business of such bank. Under limited circumstances, the Financial Services Agency may order such principal shareholder to take such measures as the Financial Services Agency deems necessary.
Furthermore, under the Banking Act, any person who becomes a holder of more than 5% of the voting rights of a bank holding company or bank must report its ownership of voting rights to the director-general of the relevant local finance bureau within five business days. In addition, a similar report must be made in respect of any subsequent change of the ownership ratio by 1% or more in any previously reported holding or any change in material matters set forth in reports previously filed, with some exceptions.
Deposit Insurance System
Under the Deposit Insurance Act (Yokin Hoken Hou) (Act No. 34 of 1971, as amended), depositors are protected through the Deposit Insurance Corporation in cases where financial institutions fail to meet their obligations. The Deposit Insurance Corporation is supervised by the Prime Minister and the Minister of Finance. Subject to limited exceptions, the Prime Minister’s authority is delegated to the Commissioner of the Financial Services Agency.
The Deposit Insurance Corporation receives annual insurance premiums from insured banks. The effective premium rate, which is the weighted average of the rates for deposits that bear no interest, are redeemable upon demand and are used by depositors primarily for payment and settlement purposes, and for other deposits, is 0.015%.
The insurance money may be paid out in case of a suspension of deposit repayments, banking license revocation, dissolution or bankruptcy of the bank. Pay outs are generally limited to a maximum of ¥10 million of principal amount, together with any interest accrued on such principal amount, with respect to each depositor per bank. Only non-interest bearing deposits, redeemable on demand and used by depositors primarily for payment and settlement functions, are protected in full without a maximum amount limitation. Certain types of deposits are not protected by the deposit insurance system, such as foreign currency deposits and certificates of deposit.
Participation in the deposit insurance system is compulsory for city banks (including Mizuho Bank), regional banks, trust banks (including Mizuho Trust & Banking), credit associations and co-operatives, labor banks and other financial institutions.
Governmental Measures to Treat Troubled Institutions
Under the Deposit Insurance Act, a Financial Reorganization Administrator can be appointed by the Prime Minister if the bank is unable to fully perform its obligations with its assets or may suspend or has suspended repayment of deposits. The Financial Reorganization Administrator will take control of and dispose of the assets of the bank and search for another institution willing to take over its business. Its business may also be transferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of the temporary maintenance and continuation of operations of these types of institutions, and the bridge bank will seek to transfer the bank’s assets to another financial institution or dissolve the bank. The financial aid provided by the Deposit Insurance Corporation to assist another financial institution with succeeding the failed bank’s business may take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption of debts, subscription of preferred stock or subordinated bonds, lending of subordinated loans, or loss sharing.
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Where the Prime Minister recognizes that the failure of a bank which falls into any of (i) through (iii) below may cause an extremely grave problem in maintaining the financial order in Japan or the region where such bank is operating (“systemic risk”), without taking any of the measures described in (i) through (iii) below, the Prime Minister may confirm (nintei) to take any of the following measures, after the deliberation at the Financial Crisis Management Meeting: (i) if the bank does not fall under either of the banks described in (ii) or (iii), the Deposit Insurance Corporation may subscribe for shares or subordinated bonds of, or lend subordinated loans to the bank, or subscribe for shares of the bank holding company of the bank, in order to enhance capital adequacy of the bank (item 1 measures (dai ichigo sochi)); (ii) if the bank is likely to suspend or has suspended repayment of deposits or is unable to fully perform its obligations with its assets, financial aid exceeding the pay-off cost may be available to such bank (item 2 measures (dai nigo sochi)); and (iii) if the bank is likely to suspend or has suspended repayment of deposits and is unable to fully perform its obligations with its assets, and the systemic risk cannot be avoided by the measure mentioned in (ii) above, the Deposit Insurance Corporation may acquire all of the bank’s shares (item 3 measures (dai sango sochi)). The expenses for implementation of the above measures will be borne by the bank industry, with an exception under which the Government of Japan may provide partial subsidies for such expenses.
New orderly and effective resolution regimes for financial institutions have been discussed internationally and “Key Attributes of Effective Resolution Regimes for Financial Institutions” was published by the Financial Stability Board in November 2011 and endorsed by the G20 leaders at the Cannes summit held in November 2011. Reflecting this global trend, pursuant to certain amendments to the Deposit Insurance Act that were promulgated in June 2013 and became effective on March 6, 2014, a new resolution regime was introduced in Japan.
Under the new resolution regime stipulated in the amendments to the Deposit Insurance Act and implementing ordinances thereunder, which became effective on March 6, 2014, financial institutions including banks, insurance companies and securities companies and their holding companies, are subject to the regime.
Further, under the new resolution regime, among other things, where the Prime Minister recognizes that the failure of a financial institution which falls under either (a) or (b) below may cause significant disruption in the financial markets or other financial systems in Japan without taking any of the measures described in (a) (specified item 1 measures)(tokutei dai ichigo sochi) stipulated in Article 126-2, Paragraph 1, Item 1 of the Deposit Insurance Act or the measures described in (b) (specified item 2 measures)(tokutei dai nigo sochi) stipulated in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act, the Prime Minister may confirm (specified confirmation)(tokutei nintei) to take any of the following measures, after the deliberation at the Financial Crisis Management Meeting; (a) if the financial institution does not fall under a financial institution which is unable to fully perform its obligations with its assets, the Deposit Insurance Corporation shall supervise the operation of the business of and the management and disposal of assets of that financial institution (tokubetsu kanshi), and may provide it with loans or guarantees necessary to avoid the risk of significant disruption in the financial systems in Japan (shikin no kashitsuke tou), or subscribe for shares or subordinated bonds of, or lend subordinated loans to the financial institutions (tokutei kabushiki tou no hikiuke tou), in each case to be taken as necessary taking into consideration of the financial conditions of the financial institution; and (b) if the financial institution is or is likely to be unable to fully perform its obligations with its assets or has suspended or is likely to suspend repayment of its obligations, the Deposit Insurance Corporation shall supervise that financial institution (tokubetsu kanshi), and may provide financial aid necessary to assist merger, business transfer, corporate split or other reorganization in respect to such failed financial institution (tokutei shikin enjo). The expenses for implementation of the measures under this regime will be borne by the financial industry, with an exception under which the Government of Japan may provide partial subsidies for such expenses. If a measure set out in (b) above is determined to be taken with respect to a financial institution, the Prime Minister may order that the financial institution’s operation and assets be under the special control (tokutei kanri) of the Deposit Insurance Corporation. The business or liabilities of the financial institution subject to the special supervision (tokubetsu kanshi) or special control (tokutei kanri) by the Deposit Insurance Corporation as set forth above may also be transferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of the temporary maintenance and continuation of operations of, or repayment of the liabilities of, such financial
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institution, and the bridge bank will seek to transfer the bank’s business or liabilities to another financial institution or dissolve the bank. The financial aid provided by the Deposit Insurance Corporation to assist merger, business transfer, corporate split or other reorganization in respect to the financial institution set out in (b) above may take the form of a monetary grant, loan or deposit of funds, purchase of assets, guarantee or assumption of debts, subscription of preferred stock or subordinated bonds, lending of subordinated loan, or loss sharing.
If the Deposit Insurance Corporation has provided such financial assistance, the Prime Minister may designate the movable assets and claims of the failed financial institution as not subject to attachment under Article 126-16 of the Deposit Insurance Act, and such merger, business transfer, corporate split or other reorganization may be conducted outside of the court-administrated insolvency proceedings.
If the financial institution subject to the special supervision or the special control by the Deposit Insurance Corporation as set forth above is or is likely to be unable to fully perform its obligations with its assets or has suspended or is likely to suspend repayment of its obligations, the financial institution may transfer all or a material portion of its business or all or a portion of shares of its subsidiaries or implement corporate split or certain other corporate actions with court permission in lieu of any shareholder resolutions under Article 126-13 of the Deposit Insurance Act. In addition, the Deposit Insurance Corporation must request other financial institution creditors of the failed financial institution to refrain from exercising their rights against the failed financial institution until measures necessary to avoid the risk of significant disruption to the financial system in Japan have been taken, if it is recognized that such exercise of their rights is likely to make it difficult to conduct an orderly resolution of the failed financial institution.
According to the announcement made by the Financial Services Agency in March 2014, (i) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank must be written down or converted into common shares when the Prime Minister confirms that item 2 measures (dai nigo sochi), item 3 measures (dai sango sochi) or specified item 2 measures (tokutei dai nigo sochi) need to be applied to the bank, and (ii) Additional Tier 1 instruments and Tier 2 instruments under Basel III issued by a bank holding company must be written down or converted into common shares when the Prime Minister confirms that specified item 2 measures (tokutei dai nigo sochi) need to be applied to the bank holding company.
Further, under a possible model of Single Point of Entry (“SPE”) resolution described in the Japanese TLAC regulations published by the Financial Services Agency in March 2019, if the Financial Services Agency determines that a material subsidiary in Japan of a Japanese financial institution that is a G-SIB is non-viable due to material deterioration of its financial condition after recognizing that it is or is likely to be unable to fully perform its obligations with its assets, or that it has suspended, or is likely to suspend, repayment of its obligations, and issues an order concerning restoration of financial soundness, including recapitalization and restoration of liquidity of such material subsidiary, to the resolution entity in Japan of such financial institution, the material subsidiary’s internal TLAC instruments will be written off or, if applicable, converted into equity in accordance with the applicable terms of such internal TLAC instruments. Following the write-off or conversion of internal TLAC instruments, if the Prime Minister recognizes that the resolution entity in Japan of the financial institution is or is likely to be unable to fully perform its obligations with its assets, or that it has suspended or is likely to suspend, repayment of its obligations, as a result of the resolution entity’s loans to, or other investment in, its material subsidiaries that are designated by the Financial Services Agency as being systemically important or that are subject to TLAC requirements or similar requirements imposed by a relevant foreign authority, becoming subject to loss absorption or otherwise, and further recognizes that the failure of such resolution entity is likely to cause a significant disruption to the Japanese financial market or system, the Prime Minister may, following deliberation by the Financial Crisis Management Meeting, confirm that specified item 2 measures (tokutei dai nigo sochi) need to be applied to the resolution entity for its orderly resolution.
Capital Injection by the Government
The Strengthening Financial Functions Act (Kinyu Kinou no Kyouka no tame no Tokubetsu Sochi ni kansuru Houritsu) (Act No. 128 of 2004, as amended) was enacted on June 18, 2004 in order to establish a scheme of
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public money injection into financial institutions and thereby enhance the soundness of such financial institutions on or prior to March 31, 2008 and revitalize economic activities in the regions where they do business. On December 17, 2008, a part of the law was amended, relaxing certain requirements for public money injection into Japanese banks, bank holding companies and other financial institutions under the prior scheme and extending the period of application to March 31, 2012. These amendments aim to promote not only the strengthening of the soundness of such financial institutions but also the extension of loans or other forms of credit to small and medium-sized enterprises in order to revitalize local economies. In response to the Great East Japan Earthquake, the law was amended in July 2011 to extend the period for application to March 31, 2017 and to include special exceptions for disaster-affected financial institutions. In 2016, the law was further amended to extend the period for application to March 31, 2022. Furthermore, in order to strengthen business bases of financial institutions by addressing the effects resulting from COVID-19 and preventive measures against the coronavirus pandemic, the law was amended in August 2020 to extend the period for application to March 31, 2026 and special exceptions were established for financial institutions that need to improve their capital adequacy due to the adverse effects of COVID-19. None of the financial institutions within the Mizuho group are subject to such special exceptions. In July 2021, certain amendments to the law became effective, which, in order to sustain the financial functions for the revitalization of local economies in regions where the population is decreasing, etc., established a grant scheme to support financial institutions that aim to drastically strengthen their business foundation by mergers and other business integration. Application for the grant is open until March 31, 2026.
Bank Holding Companies
Under the amendments to the Banking Act, which became effective from April 2017, a bank holding company is required to administrate the businesses of the bank holding company group and is, in principle, prohibited from carrying out businesses other than administrating such businesses and matters incidental to such businesses; however, given prior approval of the Prime Minister, a bank holding company may carry out certain operations common to its group companies so as to improve the efficiency of their operations. Business activities for subsidiaries of bank holding companies are limited to certain finance-related businesses and incidental businesses as set forth in the Banking Act.
The Anti-Monopoly Act (Shiteki Dokusen no Kinshi oyobi Kousei Torihiki no Kakuho ni kansuru Houritsu) (Act No. 54 of 1947, as amended) prohibits a bank from holding more than 5% of another domestic company’s voting rights. This does not apply to a bank holding company, although the bank holding company is subject to general shareholding restrictions under the Anti-Monopoly Act. The Banking Act does, however, in principle, prohibit a bank holding company and its subsidiaries, on an aggregate basis, from holding more than 15% (in contrast to 5%, on an aggregate basis, in the case of a bank and its subsidiaries) of the voting rights of certain types of domestic companies not permitted to become subsidiaries of bank holding companies. Despite the foregoing shareholding restrictions, under the amendments to the Banking Act, which became effective from April 2017, bank holding companies and banks, with prior approval of the Prime Minister, can acquire and own voting rights of companies whose businesses contribute or are expected to contribute to the increased sophistication of the banking business or the enhancement of customer convenience by utilizing information and communication technology (“advanced banking service company”) that exceed the threshold of the voting rights described above. In November 2021, certain amendments to the Banking Act became effective, under which the businesses that contribute to the support and creation of sustainable societies, including revitalization of local economies, were added to the businesses of the advanced banking service company, and the standards for the approval applicable to certain sector businesses were relaxed.
Financial Instruments and Exchange Act
The Financial Instruments and Exchange Act (Kinyu Shouhin Torihiki Hou) requires Mizuho Financial Group to file with the Director-General of the Kanto Local Finance Bureau an annual securities report including consolidated and non-consolidated financial statements in respect of each financial period, supplemented by a semiannual securities report (starting from the fiscal year ending March 31, 2025, instead of a quarterly securities
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report that we were required to file until the fiscal year ended March 31, 2024, due to certain amendments to this law that became effective on April 1, 2024) and extraordinary reports.
Under the Financial Instruments and Exchange Act, registered Financial Instruments Business Operators (kinyu-shouhin torihiki gyousha), such as Mizuho Securities, as well as Registered Financial Institutions (touroku kinyu kikan), such as Mizuho Bank and Mizuho Trust & Banking, are required to provide customers with detailed disclosure regarding the financial products they offer and take other measures to protect investors, including providing explanatory information, to such customers prior to the conclusion of transactional agreements in a manner and to the extent necessary for customers to understand based on their attributes, and upon the conclusion of transactional agreements.
Financial Instrument Business Operators and Registered Financial Institutions are subject to the supervision of the Financial Services Agency pursuant to delegation by the Prime Minister. Some of the supervisory authority of the Financial Services Agency is further delegated to the Securities and Exchange Surveillance Commission, which exercises its supervisory power over such registered institutions by conducting site inspections and requesting information necessary for such inspections. Non-compliance or interference with such inspection may result in such registrants being subject to criminal penalty under the Financial Instruments and Exchange Act.
Certain amendments to the Financial Instruments and Exchange Act and the Banking Act, which came into effect in June 2009, abolished the ban on concurrent posts held by officers and employees within a financial group and required banks, securities firms and insurance firms to establish systems for managing conflicts of interest in order to protect customers’ interests and expanded the types of business services that banks and certain other financial firms can provide. In June 2021, certain amendments to the Cabinet Office Ordinance under the Financial Instruments and Exchange Act became effective, which relaxed the firewall regulations to allow non-public information, etc. of foreign company customers to be shared within a financial group. In addition, on June 22, 2022, certain amendments to the Cabinet Office Ordinance under the Financial Instruments and Exchange Act became effective, which relaxed the firewall regulations to allow non-public information, etc. of certain subject companies such as listed companies, etc. to be shared within a financial group without consent of such companies, but required financial institutions to establish measures to respond to a request from relevant companies for suspension of sharing of such non-public information, etc. At the same time, financial institutions are required to strengthen the effectiveness of measures to prevent market abuse.
Sales of Financial Products
As a result of financial deregulation, more financial products, including highly structured and complicated products, can now be more freely marketed to customers. In response to this, the Act of Sales of Financial Products (Kinyu Shouhin no Hanbai tou ni kansuru Houritsu) (Act No. 101 of 2000, as amended), effective from April 2001, introduced measures to protect financial service customers by: requiring financial service providers to provide customers with certain important information, including risks with respect to deficit of principal associated with the financial products they offer and any restrictions on the period for exercising rights or the period for rescission, unless the customers fall within the ambit of professional investors or express their intent to the contrary; and holding financial service providers liable for damages caused by a failure to follow those requirements. The amount of loss of principal is refutably presumed to be the amount of damages. Additionally, the law requires financial service providers to follow certain regulations on solicitation measures as well as to endeavor to solicit customers in an appropriate manner and formulate and publicize a solicitation policy.
In November 2021, certain amendments to the law became effective, by which amendments the name of the law was changed to “the Act of Provision of Financial Services (Kinyu Sabisu no Teikyou ni kansuru Houritsu)” and the “financial services intermediary business” was newly introduced thereunder. Under a single registration for financial services intermediary business, registrants are able to provide intermediary services of each of banking, securities and insurance. Providers of financial services intermediary business are not required to belong
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to a specific financial institution, but must comply with certain regulations to protect customers, including limitations on the type of services that they may provide, prohibitions on the acceptance of assets of customers and the lodging of a security deposit. In February 2024, the name of the law was changed to “Act on Provision of Financial Services and the Development of the Accessibility Environment Thereto (Kinyu Sabisu no Teikyo oyobi Riyo Kankyo no Seibi to ni kansuru Houritsu)”.
Self-Assessment and Reserves
Financial institutions are required to establish a self-assessment program that complies with related laws such as the Financial Reconstruction Act (Kinyu Kinou no Saisei no tameno Kinkyu Sochi ni kansuru Houritsu) (Act No. 132 of 1998, as amended). Financial institutions are required to analyze their assets, giving due consideration to accounting principles and other applicable rules, and to classify their assets into four categories according to asset recovery risk and risk of impairment based on the classification of the obligor (normal obligors, watch obligors, intensive control obligors, substantially bankrupt obligors and bankrupt obligors), taking into account the likelihood of repayment and the risk of impairment to the value of the assets. The results of self-assessment should be reflected in the write-off and allowance according to the standard established by financial institutions pursuant to the guidelines issued by the Japanese Institute of Certified Public Accountants, etc. Based on the results of the self-assessment, financial institutions may establish reserve amounts for their loan portfolio as may be considered adequate at the relevant balance sheet date, even if all or part of such reserves may not be immediately tax deductible under Japanese tax law.
Financial institutions are, in principle, required to determine probable losses by multiplying the amount of claims by the classification of obligors by probable loss ratio, and establish general reserves equivalent to such probable losses for normal obligors and watch obligors (including control obligors). For intensive control obligors, substantially bankrupt obligors and bankrupt obligors, specific reserves corresponding to the amount of bad debt of each obligor are required to be established.
In addition, in December 2019, the Financial Services Agency announced the “JFSA’s supervisory approaches to lending business and loan loss provisioning,” which sets forth fundamental policies concerning estimates that more accurately reflects recognized credit risks to establish reserves taking into account the lending policy of each bank and actual financial status of each obligor, using the aforementioned reserves practice as a starting point.
Credit Limits
The Banking Act restricts the aggregate amount of exposure to any single customer or customer group for the purposes of avoiding excessive concentration of credit risks and promoting the fair and extensive utilization of bank credit. The limits applicable to a bank holding company and bank with respect to their aggregate exposure to any single customer or customer group are established by the Banking Act and regulations thereunder. The Banking Act and the related regulations were amended, which became effective from December 2014, to tighten the previous restrictions to meet international standards. As a result of these amendments, the credit limit for a single customer or a customer group was set at 25% of the total qualifying capital, with certain adjustments, of the bank holding company or bank and its subsidiaries and affiliates. In addition, in light of the Basel Committee on Banking Supervision’s final standard regarding the larger exposure framework published in April 2014, further amendments to the cabinet order and related regulations under the Banking Act became effective in April 2020, which tighten the credit limit for (i) a single customer or a customer group, applicable to bank holding companies and banks with international operations, to 25% of Tier 1 capital instead of the total qualifying capital, and (ii) G-SIBs, applicable to Japanese G-SIBs such as us, to 15% of Tier 1 capital, and introduced a look-through approach concerning credit to funds and securitized products, and require recognition of the amount of exposures reduced by credit risk mitigation methods as exposures to credit risk mitigation providers.
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Restriction on Shareholdings
The Act on Limitation on Shareholding by Banks and Other Financial Institutions (Ginkou tou no Kabushiki tou no Hoyu no Seigen tou ni kansuru Houritsu) (Act No. 131 of 2001, as amended) requires Japanese banks (including bank holding companies) and their subsidiaries to limit the aggregate market value (excluding unrealized gains, if any) of their holdings in equity securities to an amount equal to 100% of their Tier 1 capital in order to reduce exposure to stock price fluctuations.
Share Purchase Program
The Banks’ Shareholdings Purchase Corporation was established in January 2002 in order to purchase shares from banks and other financial institutions until September 30, 2006 pursuant to the Act on Limitation on Shareholding by Banks and Other Financial Institutions. The Banks’ Shareholdings Purchase Corporation is allowed to resume purchases of shares held by financial institutions as well as shares of financial institutions held by non-financial institutions, up to a maximum amount of ¥20 trillion between March 12, 2009 and March 31, 2022. In November 2021, certain amendments to the Act on Limitation on Shareholding by Banks and Other Financial Institutions became effective, under which the abovementioned ends of the purchase period and the duration of the Banks’ Shareholdings Purchase Corporation were extended to March 31, 2026 and March 31, 2036, respectively. The Banks’ Shareholdings Purchase Corporation purchased ¥2,037.9 billion of shares during the period from March 12, 2009 through March 31, 2025. The Banks’ Shareholdings Purchase Corporation will dispose of the purchased shares by March 31, 2036, the end of the duration of the Banks’ Shareholdings Purchase Corporation, by taking into consideration the effects on the stock market.
The Bank of Japan also purchased ¥387.8 billion of shares held by banks and other financial institutions during the period from February 23, 2009 through April 30, 2010. The Bank of Japan will dispose of the purchased shares between April 2016 and March 31, 2026, by taking into consideration the effects on the stock market.
Protection of Personal Information
The Act on the Protection of Personal Information (Kojin Jouhou no Hogo ni kansuru Houritsu) (Act No. 57 of 2003, as amended) and related guidelines impose various requirements on businesses, including us, that use databases containing personal information, such as appropriate custody of such information and restrictions on information sharing with third parties. Non-compliance with the order issued by the Personal Information Protection Commission to take necessary measures to comply with the law could subject us to criminal and/or administrative sanctions.
Prevention of Money Laundering
Under the Act on Prevention of Transfer of Criminal Proceeds (Hanzai ni yoru Shueki no Iten Boushi ni kansuru Houritsu) (Act No. 22 of 2007, as amended), which addresses money laundering and terrorism concerns, financial institutions and other entities such as credit card companies are required to perform customer identification, submit suspicious transaction reports and maintain records of transactions. Certain amendments to the law became effective in April 2013, which tightened, among other things, customer identification requirements. Further amendments to the law were promulgated in November 2014 and became effective on October 1, 2016 for clarification of the judgment method of suspicious transactions, strict verification at the time of the conclusion of correspondence contracts and expansion of the obligation for business operators to make efforts to develop necessary systems.
In February 2018, the Financial Services Agency issued “Guidelines for Anti-Money Laundering and Combating the Financing of Terrorism” to clarify the basic stance on risk management practices against money laundering and terrorists financing in order to encourage financial institutions to improve their regimes to effectively prevent money laundering and terrorists financing. The guidelines were partially revised from time to
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time with the intent to, among other things, further enhance financial institutions’ risk management for anti-money laundering and combating the financing of terrorism.
Act on Protection, etc. of Depositors and Postal Saving Holders from Unauthorized Automated Withdrawal, etc. Using Counterfeit Cards, etc. and Stolen Cards, etc.
The Act on Protection, etc. of Depositors and Postal Saving Holders from Unauthorized Automated Withdrawal, etc. Using Counterfeit Cards, etc. and Stolen Cards, etc. (Gizou Kaado tou oyobi Tounan Kaado tou wo Mochiite Okonawareru Fuseina Kikaishiki Yochokin Haraimodoshi tou karano Yochokinsha no Hogo tou ni kansuru Houritsu) (Act No. 94 of 2005, as amended) requires financial institutions to establish internal systems to prevent illegal withdrawals of deposits using forged or stolen bank cards. The law also requires financial institutions, among other matters, to, in principle, compensate depositors for any amount illegally withdrawn using stolen bankcards, and treat illegal withdrawals using forged bankcards as invalid, in each case unless the financial institution can verify that it acted in good faith without negligence and that there was gross negligence on the part of the relevant account holder.
Economic Security Promotion Act
On May 18, 2022, the Act on the Promotion of Ensuring National Security through Integrated Implementation of Economic Measures (the “Economic Security Promotion Act”) (Keizai Shisaku wo Ittaiteki ni Kozuru koto ni yoru Anzen Hosho no Kakuho no Suishin ni kansuru Houritsu) (Act No. 43 of 2022, as amended) was promulgated, and became fully effective in May 2024. One of the purposes of this law is to ensure the stable provision of Essential Infrastructure Services (electricity, gas, water, financial services, etc.) (tokutei shakai kiban ekimu). For such purpose, Specified Essential Infrastructure Service Providers (tokutei shakai kiban jigyo sha) are subject to prior filing and screening by the authorities when intending to introduce Specified Critical Facilities (tokutei juyo setsubi) or to entrust another enterprise to conduct critical maintenance, management and control of Specified Critical Facilities. The authorities may issue recommendations and orders based on the outcomes of such filings and screenings. On November 16, 2023, among our subsidiaries, Mizuho Bank, Ltd., Mizuho Securities Co., Ltd. and Mizuho Electronic Monetary Claim Recording Co., Ltd were designated as Specified Essential Infrastructure Service Providers.
Capital Adequacy
The capital adequacy guidelines applicable to Japanese banks and bank holding companies with international operations supervised by the Financial Services Agency closely follow the risk-adjusted approach proposed by the Bank for International Settlements and are intended to further strengthen the soundness and stability of Japanese banks. Under the risk-based capital framework of these guidelines, balance sheet assets and off-balance-sheet exposures are assessed according to broad categories of relative risk, based primarily on the credit risk of the counterparty, country transfer risk and the risk regarding the category of transactions.
In December 2010, the Basel Committee on Banking Supervision (“BCBS”) issued its Basel III rules text, which builds on the International Convergence of Capital Measurement and Capital Standards document (“Basel II”), to strengthen the regulation, supervision, and risk management of the banking sector. Basel III text presents the details of global regulatory standards on bank capital adequacy and liquidity. The rules text sets out higher and better-quality capital, better risk coverage, the introduction of a leverage ratio as a backstop to the risk-based requirement, measures to promote the build-up of capital that can be drawn down in periods of stress, and the introduction of two global liquidity standards. For further information of the leverage ratio and the two global liquidity standards, see “Leverage Ratio” and “Liquidity” below, respectively.
The Financial Services Agency’s revisions to its capital adequacy guidelines became effective from March 31, 2013, which generally reflect rules in the Basel III text that have been applied from January 1, 2013.
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Under the revised guidelines, the minimum capital adequacy ratio is 8% on both a consolidated and non-consolidated basis for banks with international operations, such as Mizuho Bank and Mizuho Trust & Banking or on a consolidated basis for bank holding companies with international operations, such as Mizuho Financial Group. Within the minimum capital adequacy ratio, the Common Equity Tier 1 capital requirement is 4.5% and the Tier 1 capital requirement is 6.0%.
Japanese banks with only domestic operations and bank holding companies the subsidiaries of which operate only within Japan are subject to the revised capital adequacy guidelines that have been applied from March 31, 2014, and those banks and bank holding companies are required to have a minimum Core Capital ratio of 4%. However, those banks and bank holding companies that apply the internal rating based approach are required to have a minimum Common Equity Tier 1 ratio of 4.5% on both a consolidated and non-consolidated basis, calculated on the assumption that the banks and bank holding companies are those with international operations.
Under the revised capital adequacy guidelines based on the Basel III rules that have been applied to banks and bank holding companies each with international operations from March 31, 2013, there are regulatory adjustments such as goodwill and other intangibles, deferred tax assets, investments in the capital of banking, financial and insurance entities etc. that shall be deducted under certain conditions for the purpose of calculating capital adequacy ratios, and the requirements of regulatory adjustments were enhanced under the revised capital adequacy guidelines. For example, under the capital adequacy guidelines prior to the revision thereto under the Basel III rules, the maximum amount of net deferred tax assets under Japanese GAAP that major Japanese banks, including bank holding companies, could record without diminishing the amount of Tier 1 capital for purposes of calculating capital adequacy ratio was 20% of Tier 1 capital. Under the revised capital adequacy guidelines based on the Basel III rules, deferred tax assets that arise from temporary differences will be recognized as part of Common Equity Tier 1 capital, with recognition capped at 10% of Common Equity Tier 1 capital under certain conditions, while other deferred tax assets, such as those relating to net loss carryforwards, will be deducted in full from Common Equity Tier 1 capital net of deferred tax liabilities.
In November 2015, the Financial Services Agency published revised capital adequacy guidelines and related ordinances to introduce the capital buffer requirements under the Basel III rules for Japanese banks and bank holding companies with international operations, which include the capital conservation buffer, the countercyclical buffer and the additional loss absorbency requirements for G-SIBs and domestic systemically important banks (“D-SIBs”). These guidelines have become effective on March 31, 2016. The capital conservation buffer, the countercyclical buffer and the additional loss absorption capacity requirement for G-SIBs and D-SIBs must be met with Common Equity Tier 1 capital under the revised guidelines, and if such buffer requirements are not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency and carried out. The capital conservation buffer is 2.5% from March 2019. In addition, subject to national discretion by the respective regulatory authorities, if the relevant national authority judges a period of excess credit growth to be leading to the build-up of system-wide risk, a countercyclical buffer ranging from 0% to 2.5% would also be imposed on banking organizations. The countercyclical buffer is a weighted average of the buffers deployed across all the jurisdictions to which the banking organization has credit exposures. Further, we were designated as both a G-SIB and D-SIB, and the additional loss absorption capacity requirement applied to us was 1.0%. The additional loss absorption capacity requirement was the same as that imposed by the Financial Stability Board, which is 1.0% from March 2019.
Under the capital adequacy guidelines, banks and bank holding companies with international operations are required to measure and apply capital charges with respect to their credit risk, market risk and operational risk.
Under the guidelines, banks and bank holding companies have several choices for the methodologies to calculate their capital requirements for credit risk and market risk. Approval of the Financial Services Agency is necessary to adopt advanced methodologies for calculation, and Mizuho Financial Group started to apply the advanced internal ratings-based (AIRB) approach for the calculation of credit risk from the fiscal year ended March 31, 2009.
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In December 2017, BCBS published the finalized Basel III reforms endorsed by the Group of Central Bank Governors and Heads of Supervision. The finalized reforms complement the initial phase of Basel III reforms set forth above, seek to restore credibility in the calculation of risk-weighted assets and improve the comparability of banks’ capital ratios. Such reforms include the following elements:
| • | a revised standardized approach for credit risk, which is designed to improve the robustness and risk sensitivity of the existing approach; |
| • | revisions to the internal ratings-based approach for credit risk, where the use of the most advanced internally modelled approaches for low-default portfolios will be limited; |
| • | revisions to the credit valuation adjustment (CVA) framework, including the removal of the internally modelled approach and the introduction of a revised standardized approach; |
| • | a revised standardized approach for operational risk, which will replace the existing standardized approaches and the advanced measurement approaches; |
| • | revisions to the capital floor, under which banks’ risk-weighted assets generated by internal models must be no lower than 72.5% of the total risk-weighted assets as calculated using only the standardized approaches under the revised Basel III framework; and |
| • | requirements to disclose risk-weighted assets based on the standardized approaches. |
In addition, under the finalized Basel III reforms, G-SIBs are required to meet a leverage ratio buffer, which takes the form of a Tier 1 capital buffer set at 50% of the applicable G-SIB’s risk-weighted capital buffer, and various refinements are made to the definition of the leverage ratio exposure measure based on the text of the leverage ratio framework issued by the BCBS in January 2014.
In April and November 2022, the Financial Services Agency published amendments to the regulatory notices regarding operational risk, credit risk, market risk and CVA risk under the Basel III finalization framework. The Basel III finalization framework in Japan has been applied to all Japanese banks and bank holding companies with international operations and Japanese banks and bank holding companies with only domestic operations that have been using internal model-based approaches for measuring risks, starting from March 31, 2024, except for banks and bank holding companies that have notified the Financial Services Agency that they wish to implement the Basel III finalization framework earlier. For the banks and bank holding companies to which the Basel III finalization framework has been applied from March 31, 2024, the revisions to the capital floor have been phased in from March 31, 2024, with the initial capital floor of 50%, and are scheduled to be fully implemented at 72.5% from March 31, 2029.
Leverage Ratio
The leverage ratio framework is critical and complementary to the risk-based capital framework that will help ensure broad and adequate capture of both on- and off-balance sheet sources of banks’ leverage. This simple, non-risk-based measure will restrict the build-up of excessive leverage in the banking sector to avoid destabilizing deleveraging processes that can damage the broader financial system and the economy. Implementation of the leverage ratio requirements began with bank-level reporting to national supervisors of the leverage ratio and its components, and public disclosure is required from January 2015. Basel III’s leverage ratio is defined as the “capital measure” (numerator) divided by the “exposure measure” (denominator) and is expressed as a percentage. The capital measure is defined as Tier 1 capital, and the minimum leverage ratio is defined as 3%. The Financial Services Agency applied the requirement from March 31, 2019 to meet the minimum leverage ratio for bank holding companies and banks with international operations.
In July 2022, the Financial Services Agency published amendments to the regulatory notices regarding the leverage ratio requirements under the finalized definition of the leverage ratio exposure measure, and the leverage ratio buffer requirement for G-SIBs, and the leverage ratio buffer requirement for G-SIBs took effect from March 31, 2023. With the commencement of the Basel III finalization framework in Japan, the leverage
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ratio regulations under the finalized definition of the leverage ratio exposure measure have been applied to all Japanese banks with international operations and Japanese banks with only domestic operations that have been using internal model-based approaches for measuring risks, starting from March 31, 2024, except for financial institutions that implement the Basel III finalization framework earlier.
In addition, in November 2022, the Financial Services Agency published the revised ordinances regarding the leverage ratio buffer requirement for G-SIBs under the finalized Basel III reforms with effect from March 2023, under which, if such buffer requirements are not satisfied, a capital distribution constraints plan is required to be submitted to the Financial Services Agency and carried out.
In June 2020, a temporary measure to exclude amounts of deposits held at the Bank of Japan from the calculation of leverage ratio exposure due to the uncertainty of the impact of COVID-19 was introduced, which remained effective until March 31, 2024. In November 2022, the Financial Services Agency amended the leverage ratio regulations, raising the minimum leverage ratio from 3% to 3.15% and adding 0.05% to the leverage ratio buffer requirement for G-SIBs, while continuing to exclude amounts of deposits held at the Bank of Japan from the calculation of the leverage ratio exposure, taking into account exceptional macroeconomic conditions and other circumstances. This amendment has been applied starting from April 1, 2024.
Liquidity
There are two minimum standards for funding liquidity: LCR and NSFR (each as defined below).
The liquidity coverage ratio (“LCR”) is intended to promote resilience to potential liquidity disruptions over a thirty-day horizon and help ensure that global banks have sufficient, unencumbered, high-quality liquid assets (“HQLA”) to offset the net cash outflows, it could encounter under an acute short-term stress scenario. The Group of Central Bank Governors and Heads of Supervision (“GHOS”) agreed on a revised LCR standard on January 6, 2013, and the BCBS issued the text of the revised LCR standard on January 7, 2013. The LCR guidelines of the Financial Services Agency, which reflect the rules in such text, have been applied to banks and bank holding companies with international operations from March 31, 2015. Under the LCR guidelines, LCR is defined as the ratio obtained by dividing the sum of the amounts of HQLA by the amount of net cash outflows, each as defined in and calculated pursuant to such guidelines. In accordance with the LCR standard under the LCR guidelines, the stock of unencumbered HQLA is to constitute “level 1” assets, which include cash, central bank reserves and certain marketable securities backed by sovereigns and central banks, and “Level 2” assets, which include certain government securities covered bonds, corporate debt securities and, to a limited extent, lower-rated corporate bonds, residential mortgage-backed securities and equities that meet certain conditions. “Level 2” assets are subject to certain haircuts based on types of securities and credit ratings. The regulatory minimum requirement of LCR is 100% on both a consolidated and non-consolidated basis for banks with international operations or on a consolidated basis for bank holding companies with international operations. The BCBS issued final requirements for LCR-related disclosures on January 12, 2014, and the LCR disclosure guidelines of the Financial Services Agency, which reflect such requirements, have been applied to banks and bank holding companies with international operations from June 30, 2015. The LCR disclosure guidelines require such banks and bank holding companies to disclose their LCR in common templates starting from information as of June 30, 2015.
The net stable funding ratio (“NSFR”) requires a minimum amount of stable sources of funding at a bank relative to the liquidity profiles of the assets, as well as the potential for contingent liquidity needs arising from off-balance sheet commitments, over a one-year horizon. The BCBS finalized the NSFR framework in October 2014. In March 2021, the Financial Services Agency published amendments to the regulatory notices and guidelines pertaining to liquidity ratio requirements under which the NSFR was introduced in Japan with effect from September 30, 2021. Under the NSFR guidelines, NSFR is defined as the ratio obtained by dividing the sum of the amounts of available stable funding by the amount of required stable funding, each as defined in and calculated pursuant to such guidelines. The regulatory minimum requirement of NSFR is 100% on both a consolidated and non-consolidated basis for banks with international operations or on a consolidated basis for bank holding companies with international operations. The BCBS issued final requirements for NSFR-related
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disclosures on June 22, 2015, and the NSFR disclosure guidelines of the Financial Services Agency, which reflect such requirements, have been applied to banks and bank holding companies with international operations from September 30, 2021. The NSFR disclosure guidelines require such banks and bank holding companies to disclose their NSFR in common templates starting from September 30, 2021.
Total Loss Absorbing Capacity
Related to regulatory capital requirements, in November 2015, the FSB issued the final TLAC standard for G-SIBs. The TLAC standard has been designed so that failing G-SIBs will have sufficient loss-absorbing and recapitalization capacity available in resolution for authorities to implement an orderly resolution. G-SIBs are required to meet the TLAC requirement alongside the minimum regulatory requirements set out in the Basel III framework.
Following the publication of the final TLAC standards for G-SIBs by the FSB, in April 2016, the Financial Services Agency published an explanatory paper outlining its approach for the introduction of the TLAC framework in Japan, and a revised version of this document was published in April 2018. In March 2019, the Financial Services Agency published regulatory notices and related materials to implement the TLAC requirements in Japan, which (i) has been fully applied from March 31, 2022 for Japanese G-SIBs, and (ii) has been fully applied from March 31, 2024 for a financial group designated as a D-SIB by the Financial Services Agency which is deemed to be in particular need of a cross-border resolution arrangement and to be of particular systemic significance to the Japanese financial system in the event of its failure (together with Japanese G-SIBs, the “Covered SIBs”). According to the Financial Services Agency’s approach above, which is subject to change based on future international discussions, the preferred resolution strategy for the Covered SIBs is SPE resolution, in which resolution tools are applied to the ultimate holding company of a group by a single national resolution authority, although the actual measures to be taken will be determined on a case-by-case basis considering the actual condition of the relevant Covered SIB in crisis. To implement this SPE resolution strategy effectively, the Financial Services Agency requires the ultimate holding company in Japan of the relevant Covered SIB designated as the resolution entity in Japan of such Covered SIB by the Financial Services Agency (the “Domestic Resolution Entity”) to (i) meet the minimum external TLAC requirements, and (ii) cause its material subsidiaries or material sub-groups that are designated as systemically important by the Financial Services Agency or that are subject to TLAC requirements or similar requirements by the relevant foreign authority to maintain a certain level of capital and debt recognized as having loss-absorbing and recapitalization capacity, or internal TLAC. Under the Japanese TLAC regulations, the Financial Services Agency designated Mizuho Financial Group as the Domestic Resolution Entity, which is subject to the external TLAC requirements in Japan, and designated Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities as Mizuho Financial Group’s material subsidiaries in Japan which are subject to Japan’s internal TLAC requirements. In addition, under the Japanese TLAC regulations, G-SIBs are required to meet a minimum TLAC requirement of, from March 31, 2022 to date, at least 18% of the resolution group’s risk-weighted assets and, from March 31, 2022 until March 31, 2024, at least 6.75% of the Basel III leverage ratio denominator. Japanese G-SIBs are allowed to count the Japanese Deposit Insurance Fund Reserves in an amount equivalent to 3.5% of their consolidated risk-weighted assets as their external TLAC.
In June 2020, a temporary measure to exclude amounts of deposits held at the Bank of Japan from the calculation of the external TLAC ratio on a total exposure basis due to the uncertainty of the impact of COVID-19 was introduced, which remained effective until March 31, 2024. In addition, in November 2022, the Financial Services Agency amended the TLAC regulations, raising the minimum TLAC ratio on a total exposure basis from 6.75% to 7.10%, while continuing to exclude amounts of deposits held at the Bank of Japan from the calculation of the external TLAC ratio on a total exposure basis, taking into account exceptional macroeconomic conditions and other circumstances. This amendment has been applied starting from April 1, 2024.
Recovery and Resolution Plan
In November 2024, the Financial Stability Board published the latest list of G-SIBs. The list is annually updated by the Financial Stability Board in each November, and the list as of November 2024 continues to
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include us. A recovery and resolution plan must be put in place for each G-SIB and be regularly reviewed and updated. In Japan, under the Comprehensive Guidelines for Supervision of Major Banks, etc., as part of crisis management, financial institutions identified as G-SIBs must prepare and submit a recovery plan, which includes the triggers to implement the recovery plan and an analysis of recovery options, to the Financial Services Agency, and the Financial Services Agency must prepare a resolution plan for each G-SIB.
United States
As a result of our operations in the United States, we are subject to extensive U.S. federal and state supervision and regulation. We engage in U.S. banking activities through Mizuho Bank’s branches and representative offices located in New York, Chicago, Los Angeles, Houston, Atlanta, Dallas, San Francisco, and Washington, D.C. We also own one bank in the United States, Mizuho Bank (USA), which is engaged primarily in banking services, trust services and custody business, and a U.S. broker-dealer, Mizuho Securities USA LLC, which is engaged in the securities business.
The Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), contains measures to prevent, detect and prosecute terrorism and international money laundering by imposing significant compliance and due diligence obligations, providing for new offenses and penalties and expanding the extraterritorial jurisdiction of the United States. The Bank Secrecy Act, as amended, imposes anti-money laundering compliance obligations on U.S. financial institutions, including the U.S. offices of foreign banks. Federal and state regulatory and law enforcement authorities closely scrutinize the compliance by financial institutions with the Bank Secrecy Act and anti-money laundering rules.
Mizuho Financial Group, Mizuho Bank and Mizuho Americas are financial holding companies (“FHCs”) within the meaning of the U.S. Bank Holding Company Act of 1956, as amended (the “BHCA”), and are subject to regulation and supervision thereunder by the Federal Reserve. As a matter of law, these three companies are required to act as a source of financial strength to Mizuho Bank (USA). The BHCA generally prohibits us from acquiring, directly or indirectly, the ownership or control of more than 5% of any class of voting shares of any company engaged in the United States in activities other than banking or activities that are financial in nature or incidental or complementary to financial activity. This general prohibition is subject to certain exceptions, including an exception that permits us to acquire up to 100% of the voting shares in any company engaged in nonfinancial activities that we do not routinely manage, generally for a period of up to 10 years, under our merchant banking authority. In addition, U.S. regulatory approval is generally required for us to acquire more than 5% of any class of voting shares of a U.S. bank, savings association or bank holding company.
As FHCs, we, Mizuho Bank, and Mizuho Americas and the companies under their control are permitted to engage in a broader range of activities in the U.S. and abroad than permitted for bank holding companies and their subsidiaries. For example, FHC status under the BHCA permits banking groups in the United States to engage in comprehensive investment banking businesses, such as the underwriting of and dealing in corporate bonds, equities and other types of securities, and therefore enables our group to promote our investment banking business on a broader basis in the United States. FHC status also permits banking groups in the United States to engage in merchant banking activities, as described above.
To retain our status as an FHC, we must also comply with certain additional regulatory requirements. For example, we and each of our U.S. insured depository institution subsidiaries with operations in the United States must be “well capitalized”. We and each of our U.S. insured depository institution subsidiaries must also be “well managed” including that we and they maintain supervisory ratings that are at least satisfactory. Further, Mizuho Financial Group and Mizuho Bank must also meet such capital standards as calculated under their home country standards (which must be comparable to the capital required for a U.S. bank) and must be well managed under standards comparable to those required for a U.S. bank. Failure to comply with such requirements would require us to prepare a remediation plan, and we would not be able to undertake new business activities or acquisitions based on our status as an FHC during any period of noncompliance without the prior approval of the Federal
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Reserve Board(“FRB”), and divestiture or termination of certain business activities, or termination of our U.S. branches and agencies, may be required as a consequence of failing to correct such conditions within 180 days.
U.S. branches, agencies and representative offices of foreign banks must be licensed, and supervised and regulated, by either a state banking authority or by the Office of the Comptroller of the Currency (“OCC”). Each branch and representative office in the United States of Mizuho Bank is state-licensed and regulated. Under U.S. federal banking laws, state-licensed branches and agencies of foreign banks, as a general matter, may engage only in activities that would be permissible for their federally-licensed counterparts, unless the FRB determines that the additional activity is consistent with sound practices and such activities are permissible under applicable state law. U.S. federal banking laws also subject state-licensed branches and agencies to the same single-borrower lending limits that apply to federal branches and agencies, which are substantially similar to the lending limits applicable to national banks, but are based on the capital of the entire foreign bank.
The New York branch of Mizuho Bank is licensed and subject to supervision, examination and regulation by the New York State Department of Financial Services (“NYDFS”) as well as by the Federal Reserve. Except for a prohibition on such branch accepting retail deposits, a state-licensed branch generally has the same powers as a state-chartered bank in such state. New York State has an asset pledge requirement for branches equal to the greater of 1% of average total liabilities for the previous month or $2 million, provided that an institution designated as a “well-rated foreign banking corporation” is permitted to maintain a reduced asset pledge with a cap of $100 million. The NYDFS may require higher amounts for supervisory reasons. Each other U.S. branch and representative office of Mizuho Bank is also licensed and subject to regulation and examination by the state banking authority of the state in which such branch or representative office is located. The deposits of Mizuho Bank’s U.S. branches are not insured by the Federal Deposit Insurance Corporation (“FDIC”).
On the other hand, Mizuho Bank (USA) is a New York state-chartered bank that is a member of the Federal Reserve System whose deposits are insured by the FDIC. As such, Mizuho Bank (USA) is subject to regulation, supervision and examination by the Federal Reserve and the NYDFS, as well as relevant FDIC regulation. As an FDIC-insured institution, Mizuho Bank (USA) is subject to regular insurance assessments by the FDIC, as well as occasional “special assessments.” In connection with the FDIC’s resolution of Silicon Valley Bank and Signature Bank in March 2023, U.S. government agencies invoked the “systemic risk exception” which extended FDIC insurance to depositors of the failed banks with deposits above the US$250,000 insurance limit. In order to recover the cost associated with protecting such uninsured depositors, the FDIC adopted a final rule in November 2023 to implement a special assessment at an annual rate of approximately 13.4 basis points (0.134%) of an insured institution’s estimated uninsured deposits reported as of December 31, 2022, excluding the first $5 billion of the insured institution’s estimated uninsured deposits. The special assessment is due over eight quarterly periods which may be extended by the FDIC based on changes to its projected loss estimates. Based on the terms of the FDIC’s final rule, Mizuho Bank (USA) is not subject to a special assessment based on its uninsured deposits reported as of December 31, 2022.
In the United States, U.S.-registered broker-dealers are regulated by the U.S. Securities and Exchange Commission (the “SEC”). As a U.S.-registered broker-dealer, Mizuho Securities USA is subject to regulations that cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, use and safekeeping of customers’ funds and securities, capital structure, recordkeeping, the financing of customers’ purchases and the conduct of directors, officers and employees.
In the United States, comprehensive financial regulatory reform legislation, titled the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), provided a broad framework for significant regulatory changes across most areas of U.S. financial regulation. Among other things, federal regulations adopted pursuant to the Dodd-Frank Act address systemic risk oversight, minimum leverage and risk-based capital requirements for insured depository institutions and depository institution holding companies, and the resolution of failing systemically significant financial institutions.
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The Dodd-Frank Act provides regulators with tools to impose greater capital, leverage and liquidity requirements and other prudential standards, particularly for financial institutions that may pose significant systemic risk and bank holding companies with a certain level of consolidated assets. The FRB must consider national treatment and competitive equality when imposing stricter standards on foreign banking organizations like Mizuho Financial Group, as well as the extent of comparable home country standards. In February 2014, the FRB finalized rules (the “FBO Rules”) under Regulation YY that impose enhanced prudential standards on certain large foreign banking organizations having a U.S. presence, such as Mizuho Financial Group. Under the FBO Rules, large foreign banking organizations, including us, and their U.S. operations are subject to risk management requirements, risk-based capital and leverage limits, capital stress testing requirements, liquidity requirements and, in certain circumstances, asset management requirements. In addition, under the FBO Rules, foreign banking organizations with $50 billion or more in total U.S. non-branch assets are required to establish or designate a separately capitalized top-tier U.S. intermediate holding company (“IHC”) that would hold its ownership interest in a substantial majority of its U.S. subsidiaries and be subject to certain capital, liquidity and other enhanced prudential standards on an IHC consolidated basis. In consideration of certain enhanced prudential requirements under the FBO Rules, we established a new U.S. bank holding company, Mizuho Americas, a wholly owned direct subsidiary of Mizuho Bank as of July 1, 2016. Mizuho Americas is currently the holding company for our U.S. bank subsidiary, Mizuho Bank (USA), our U.S. securities broker-dealer, Mizuho Securities USA LLC, and certain other of our U.S. subsidiaries. The establishment of Mizuho Americas was part of a larger internal reorganization, which was taken with the aim of, among other things, strengthening corporate governance.
On May 24, 2018, the U.S. Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”) was signed into law. Among other regulatory changes, the EGRRCPA raised the asset threshold for automatic application of enhanced prudential standards to banking organizations under the Dodd-Frank Act from $50 billion in total consolidated assets to $250 billion (which statutory threshold, in the case of foreign banking organizations (“FBOs”), is measured based on total global consolidated assets). The EGRRCPA exempted banking organizations with total consolidated assets of less than $100 billion from these enhanced prudential standards effective immediately upon enactment of the bill. The Federal Reserve, however, was granted discretionary authority to apply any enhanced prudential standards to any banking organization with between $100 billion and $250 billion in total consolidated assets that would otherwise be exempt under the legislation.
In October 2019, the FRB finalized a rule to implement the EGRRCPA’s changes to the application of enhanced prudential standards for large U.S. banking organizations and FBOs (the “Tailoring Rule”). The Tailoring Rule delineates three categories, Category II, Category III and Category IV, of enhanced prudential standards applicable to FBOs based on an FBO’s asset size and other factors such as the degree of the cross-jurisdictional activity, short-term wholesale funding, nonbank assets, and off-balance sheet exposures of an FBO’s U.S. operations. The Tailoring Rule generally determines the stringency of enhanced prudential standards applicable to FBOs based on the risk profile of the FBO’s U.S. operations, rather than its global footprint, with most enhanced prudential standards applying only to FBOs with combined U.S. assets of at least $100 billion.
We are a Category III FBO as delineated by the Tailoring Rule as of the end of December 2024.
Also in October 2019, the FRB and the FDIC finalized a rule (the “Resolution Planning Rule”) that modifies resolution plan requirements according to the EGRRCPA. The Resolution Planning Rule tailors those requirements based on the category as determined by the Tailoring Rule.
The FRB has developed resolution plan guidance jointly with the FDIC and issued final guidance to help certain large banks further develop their resolution plans on August 5, 2024. The guidance is organized around key areas of potential vulnerability, such as capital, liquidity, and operational capabilities that could be needed in resolution. The resolution plan submission date is October 1, 2025, and the FRB expects filers to comply with the final guidance in the submission.
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Under Section 13 of the BHCA (as amended by the EGRRCPA) and its implementing regulations, also known as the “Volcker Rule,” any insured depository institution, subject to certain exceptions including for a depository institution that, together with every company that controls it, has $10 billion or less in total consolidated assets and trading assets and liabilities that are less than 5% of total consolidated assets, any company that controls such an institution, any non-U.S. bank with branches in the United States, such as Mizuho Bank, and any affiliate or subsidiary of such entities (each, a “banking entity”) is prohibited from engaging in proprietary trading or from investing in or sponsoring private equity or hedge funds, subject to certain limited exceptions.
The current regulatory environment in the United States may be impacted by future legislative developments, changes in U.S. executive administration or Congressional leadership or other events, such as the recent bank failures and related market volatility in the United States and Europe. For example, the federal banking agencies, Congress, individual states or other regulatory bodies may revisit existing laws, regulations and supervisory expectations for banking organizations, including the Tailoring Rule, or propose new laws. The scope of any additional future legislation or regulatory developments at either the federal or state level is not possible to determine at this time, and we cannot predict what impact, if any, such future legislative or regulatory developments will have on us if and when such legislation or regulations is enacted or adopted, as applicable.
Cybersecurity and privacy trends in Europe and the U.S.
We are subject to U.S. and European laws and regulations governing requirements for maintaining policies and procedures regarding the disclosure, use and protection of the non-public confidential information and personal information of our customers and employees. To comply with these various laws and regulations, we have implemented security and privacy policies and procedures for the protection of personal and confidential information across our business. These laws and regulations also impact our ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or contact customers with marketing offers and establish certain rights of consumers in connection with their personal information. For example, the Gramm-Leach Bliley Act (“GLBA”) and rules adopted by the SEC (Regulation S-P) pursuant to GLBA regulate broker-dealers’ and investment advisers’ practices regarding the use and sharing with third parties of investors’ personal financial information and require them to disclose these practices to investors. In addition, the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”), provides, subject to certain exemptions, California residents with the right to know what personal data is being collected, know whether their personal data is sold or disclosed and to whom and opt out of the sale or sharing of their personal data, to correct inaccurate information, to limit the use and disclosure of sensitive personal information, among other rights. In addition, the EU General Data Protection Regulation (“EU GDPR”) which has been retained and transposed into the UK’s domestic law by virtue of the European Union (Withdrawal) Act 2018 (the body of law retained in the UK, together with the UK Data Protection Act 2018, is referred to herein as the “UK GDPR”) imposes obligations on the processing of personal data of data subjects (natural persons), and such obligations can, in certain circumstances, apply on an extraterritorial basis. The EU GDPR, the UK GDPR and other similar data protection laws provide greater protection for data subjects by requiring, amongst other things, personal data to be processed lawfully in a fair and transparent manner, to be collected for specified, explicit and legitimate purposes, and to be limited to what is adequate or necessary in relation to those purposes. Data controllers must be able to respond to the rights of data subjects, which includes the right of individuals to access their personal data, to seek to rectify inaccurate data, to have personal data erased where processing is no longer required, to seek to restrict the processing of their personal data, and to object to the processing of their personal data. These existing and evolving legal requirements in the U.S., the EU, the UK, and other jurisdictions continue to lend uncertainty to privacy compliance globally and may require us to incur material costs with respect to compliance in the future. Further, certain violations of these data protection laws may result in penalties and losses such as significant administrative fines, e.g., in the case of the EU GDPR, up to the higher of EUR 20 million and 4% of total worldwide annual turnover.
In the United States, federal and state regulators, including the Federal Reserve, OCC, SEC and NYDFS, have increasingly focused on cybersecurity risks and responses for regulated entities and laws and regulations in
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this area are evolving. For example, on March 1, 2017, the NYDFS cybersecurity regulation became effective. The regulation applies to any person licensed or chartered by the NYDFS, including New York state-chartered banks and NYDFS-licensed branches of non-U.S. banks such as Mizuho Bank (USA) and the New York branch of Mizuho Bank, and requires each company to assess its specific risk profile periodically and design a program that addresses its risks “in a robust fashion,” including addressing risks posed by third-party service providers, training and retention of specialized staff to address cybersecurity risks, maintaining systems designed to reconstruct material financial transactions and complying with security requirements for non-public information. Each covered entity must monitor its systems and networks and notify the superintendent of the NYDFS within 72 hours after it is determined that a material cybersecurity event has occurred. Senior management of the covered entity has been required to file an annual certification confirming compliance with the NYDFS regulations since February 15, 2018. NYDFS amended its cybersecurity regulations on November 1, 2023 for all covered entities, increasing the requirements for cybersecurity programs, including but not limited to requirements concerning assessment, certification, access, training, staff, monitoring and reporting. As part of this amendment, the 72 hour reporting requirement was extended to include cybersecurity events at affiliates and third-party service providers. Additional requirements, including independent audits of cybersecurity programs and access and endpoint monitoring, were also introduced for a new category of Class A companies. Similarly, in November 2021, the federal bank regulatory agencies issued a rule regarding notification requirements for banking organizations related to significant computer security incidents, which went into effect on May 1, 2022. Under the rule, a banking organization is required to notify the relevant federal banking regulatory agency within 36 hours of incidents that have materially disrupted or degraded, or are reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization or pose a threat to the financial stability of the United States. In 2023, the SEC adopted new and amended rules that require foreign private issuers such as Mizuho to describe their process for assessing and managing material risks from cybersecurity threats and promptly disclose any material cybersecurity incident through a Form 6-K filing. The effective dates for these rules were in December 2023. Also in May 2024, the SEC announced the adoption of amendments to Regulation S-P that, among other things, require broker-dealers and investment advisers to notify affected individuals of a breach involving their personal financial information within 30 days of becoming aware that it occurred. Comparable cybersecurity laws and regulations are also evolving in other jurisdictions. For example, in the EU, the Digital Operational Resilience Act, which entered into force on January 16, 2023 and entered into application on January 17, 2025, regulates financial entities in relation to information and communication technology (ICT) risk management, including the adoption of specific mechanisms and policies for protecting against and handling ICT-related incidents and reporting major ICT-related incidents to competent authorities.
Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“Section 219”) added Section 13(r) to the U.S. Securities Exchange Act of 1934, requiring each SEC reporting issuer to disclose in its annual and, if applicable, quarterly reports whether it or any of its affiliates have knowingly engaged in specified activities, transactions or dealings relating to Iran or with the Government of Iran or certain designated persons or entities involved in terrorism or the proliferation of weapons of mass destruction during the period covered by such filing. Section 219 requires disclosure even of certain activities not prohibited by U.S. or other law and even if such activities were conducted outside the United States by non-U.S. affiliates in compliance with local law.
Our affiliate Mizuho Bank is our only affiliate to have engaged in activity that is relevant for this purpose. Mizuho Bank maintains compliance policies and procedures to conform its operations to all applicable economic sanctions laws and regulations, and is increasing resources dedicated to this effort. In that context, and only after confirming that such transactions do not involve prohibited or sanctionable activity under U.S. or other economic sanctions, non-U.S. branches of Mizuho Bank engage in a limited number of activities reportable under Section 219.
No U.S. branches of Mizuho Bank were involved in any of these activities.
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Activities through correspondent banking accounts
In the fiscal year ended March 31, 2025, Mizuho Bank continued to maintain accounts for Iranian banks related to the Government of Iran and a bank designated under E.O. 13224, but conducted no funds transfers through these accounts or through other correspondent banking accounts on behalf of such Iranian banks. Mizuho Bank has policies and procedures to process transfers through these accounts only after confirming that such transactions do not involve prohibited or sanctionable activity under U.S. or other economic sanctions and obtaining licenses issued by Japan’s Ministry of Finance where necessary. Mizuho Bank will process transfers through these accounts only under the limited circumstances where Mizuho Bank believes the transfer would conform to its compliance policies and procedures, applicable international sanctions laws, and after obtaining a license issued by Japan’s Ministry of Finance where necessary.
Other Jurisdictions
Our operations elsewhere in the world are subject to regulation and control by local supervisory authorities, including local central banks.
4.C. Organizational Structure
The following diagram shows our basic corporate structure as of March 31, 2025:
Notes:
| (1) | We have begun examining the integration of Mizuho Bank and Mizuho Research & Technologies with the aim of completing the integration by April 2026. |
| (2) | Custody Bank of Japan, in which we have a 27.0% equity interest, is an equity-method affiliate of ours. |
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| (3) | MI Digital Services, in which we have a 35.0% equity interest, is an equity-method affiliate of ours. |
| (4) | Mizuho Leasing, in which we have a 23.6% equity interest, is an equity-method affiliate of ours. |
The following table sets forth information with respect to our principal consolidated subsidiaries as of March 31, 2025:
| Name(1) |
Country of organization |
Main business |
Proportion of ownership interest (%) |
Proportion of voting interest (%) | ||||
| Domestic |
||||||||
| Mizuho Bank, Ltd.(2) |
Japan | Banking | 100.0% | 100.0% | ||||
| Mizuho Trust & Banking Co., Ltd. |
Japan | Trust and banking | 100.0% | 100.0% | ||||
| Mizuho Securities Co., Ltd. |
Japan | Securities | 100.0% | 100.0% | ||||
| Mizuho Research & Technologies, Ltd.(2) |
Japan | Information technology and think tank consulting |
100.0% | 100.0% | ||||
| Asset Management One Co., Ltd. |
Japan | Investment management | 70.0% | 51.0% | ||||
| Mizuho Innovation Frontier Co., Ltd. |
Japan | Investment |
100.0% | 100.0% | ||||
| Mizuho Credit Guarantee Co., Ltd. |
Japan | Credit guarantee | 100.0% | 100.0% | ||||
| Defined Contribution Plan Services Co., Ltd. |
Japan |
Pension plan-related business |
100.0% |
100.0% | ||||
| Mizuho Factors, Limited |
Japan | Factoring | 100.0% | 100.0% | ||||
| UC Card Co., Ltd. |
Japan | Credit card | 100.0% | 100.0% | ||||
| Mizuho Realty One Co., Ltd. |
Japan | Holding company |
100.0% | 100.0% | ||||
| Mizuho Business Service Co., Ltd.(4) |
Japan | Subcontracted operations |
100.0% | 100.0% | ||||
| Mizuho Realty Co., Ltd.(3) |
Japan | Real estate agency |
99.5% | 95.1% | ||||
| Mizuho-DL Financial Technology Co., Ltd. |
Japan |
Application and Sophistication of Financial Technology |
60.0% |
60.0% | ||||
| Mizuho Capital Co., Ltd.(3) |
Japan | Venture capital |
50.0% | 50.0% | ||||
| Overseas |
||||||||
| Mizuho Americas LLC |
USA | Holding company |
100.0% | 100.0% | ||||
| Mizuho Bank Europe N.V.(5) |
Netherlands | Banking and securities |
100.0% | 100.0% | ||||
| Mizuho Bank (China), Ltd |
China | Banking |
100.0% | 100.0% | ||||
| Mizuho Capital Markets LLC |
USA | Derivatives |
100.0% | 100.0% | ||||
| Mizuho International plc |
UK | Securities and banking |
100.0% | 100.0% | ||||
| Mizuho Securities Asia Limited |
China | Securities |
100.0% | 100.0% | ||||
| Mizuho Securities USA LLC |
USA | Securities |
100.0% | 100.0% | ||||
| Banco Mizuho do Brasil S.A |
Brazil | Banking |
100.0% | 100.0% | ||||
| Mizuho Trust & Banking (Luxembourg) S.A. |
Luxembourg | Trust and banking |
100.0% | 100.0% | ||||
| Mizuho Bank (USA) |
USA | Banking and trust |
100.0% | 100.0% | ||||
| Mizuho Securities Europe GmbH(5) |
Germany | Securities |
100.0% | 100.0% | ||||
| PT. Bank Mizuho Indonesia |
Indonesia | Banking |
99.0% | 99.0% | ||||
Notes:
| (1) | J.Score Co., Ltd., which had previously been listed as “principal consolidated subsidiaries”, completed its business integration with LINE Credit Corporation, which is an equity-method affiliate of ours, as the successor company and transitioned to a liquidation company as of April 1, 2025. |
| (2) | We have begun examining the integration of Mizuho Bank and Mizuho Research & Technologies with the aim of completing the integration by April 2026. |
| (3) | The proportion of ownership interest refers to the respective proportion of economic interest held by us. |
| (4) | Mizuho Business Service changed its trade name to Mizuho Group Services, Ltd. on April 1, 2025. |
| (5) | Mizuho Bank Europe absorbed Mizuho Securities Europe by merger on April 5, 2025. |
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4.D. Property, Plant and Equipment
The following table shows the breakdown of our premises and equipment at cost as of March 31, 2024 and 2025:
| As of March 31, | ||||||||
| 2024 | 2025 | |||||||
| (in millions of yen) | ||||||||
| Land |
¥ | 577,026 | ¥ | 570,626 | ||||
| Buildings |
684,476 | 741,887 | ||||||
| Equipment and furniture |
393,379 | 392,780 | ||||||
| Leasehold improvements |
217,762 | 212,741 | ||||||
| Construction in progress |
47,787 | 62,010 | ||||||
| Software |
1,452,645 | 1,581,741 | ||||||
|
|
|
|
|
|||||
| Total |
3,373,076 | 3,561,785 | ||||||
| Less: Accumulated depreciation and amortization |
1,658,590 | 1,748,107 | ||||||
|
|
|
|
|
|||||
| Premises and equipment—net |
¥ | 1,714,485 | ¥ | 1,813,678 | ||||
|
|
|
|
|
|||||
Our head office is located at 1-5-5 Otemachi, Chiyoda-ku, Tokyo, Japan. The headquarter building is leased from a third party.
The total area of land related to our material office and other properties as of March 31, 2025 was approximately 518,000 square meters for owned land and approximately 11,000 square meters for leased land.
Our owned land and buildings are primarily used by our branches. Most of the buildings and land owned by us are free from material encumbrances.
Information required by subpart 1400 of Regulation S-K
See “Selected Statistical Data” for information required by subpart 1400 of SEC Regulation S-K.
| ITEM 4A. | UNRESOLVED STAFF COMMENTS |
None.
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| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
The following discussion and analysis should be read in conjunction with “Item 3.A. Key Information—Selected Financial Data,” “Selected Statistical Data” and our consolidated financial statements, including the notes thereto, included elsewhere in this annual report.
Table of Contents for Item 5.
| Page | ||||
| Overview |
62 | |||
| Critical Accounting Estimates |
69 | |||
| Operating Results |
72 | |||
| Business Segments Analysis |
78 | |||
| Geographical Segment Analysis |
82 | |||
| Financial Condition |
84 | |||
| Liquidity |
95 | |||
| Capital Adequacy |
98 | |||
| Recent Accounting Pronouncements |
101 | |||
| Reconciliation with Japanese GAAP |
101 | |||
Overview
The Mizuho Group
We provide a broad range of financial services in domestic and overseas markets. Our principal activities and subsidiaries are the following:
| • | Mizuho Bank provides a wide range of financial products and services mainly in relation to deposits, lending and exchange settlement to individuals, small and medium-sized enterprises (“SMEs”), large corporations, financial institutions, public sector entities and foreign corporations, including foreign subsidiaries of Japanese corporations; |
| • | Mizuho Trust & Banking provides products and services related to trust, real estate, securitization and structured finance, pension and asset management and stock transfer agency; and |
| • | Mizuho Securities provides full-line securities services to individuals, corporations, financial institutions and public sector entities. |
We also provide products and services such as those related to trust and custody, asset management, private banking, research services, information technology-related services and advisory services for financial institutions through various subsidiaries and affiliates.
For a further discussion of our business and group organization, see “Item 4.B. Information on the Company—Business Overview.”
Principal Sources of Income and Expenses
Net Interest Income
Net interest income arises principally from the lending and deposit-taking and securities investment activities of our banking subsidiaries and is a function of:
| • | the amount of interest-earning assets and interest-bearing liabilities; |
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| • | the average interest rate spread (the difference between the average yield of interest earned on interest-earning assets and the average rate of interest paid on interest-bearing liabilities); and |
| • | the general level of interest rates. |
Principal items constituting interest-earning assets include loans, investments, trading account assets, receivables under resale agreements and receivables under securities borrowing transactions. Principal items constituting interest-bearing liabilities include deposits, trading account liabilities, short-term borrowings (such as payables under repurchase agreements and payables under securities lending transactions) and long-term debt.
Provision (Credit) for Credit Losses
Provision (credit) for credit losses is charged against (or credited to) income mainly to keep the allowance for credit losses on loans at a level that is appropriate to estimate the net amount expected to be collected from the financial asset, inclusive of loans. For a description of the approach and methodology used to establish the allowance for credit losses on loans, see “—Financial Condition—Allowance for Credit Losses on Loans.”
Noninterest Income
Noninterest income consists mainly of fee and commission, investment gains (losses)—net, trading account gains (losses)—net and foreign exchange gains (losses)—net.
Fee and commission include the following:
| • | fee and commission from securities-related business, including brokerage fees and commissions related to the execution of customer transactions and sales commissions for stocks, bonds and investment trusts and asset-based revenue, which mainly include fees received from investment trust management companies in return for administration services, such as record keeping services, for investment trusts; |
| • | fee and commission from deposits, including fees related to deposits such as account transfer charges; |
| • | fee and commission from lending business, including fees related to the arrangement of syndicated loans and other financing transactions such as arrangement fees related to management buy-out transactions; |
| • | fee and commission from remittance business, including service charges for domestic and international funds transfers and collections; |
| • | fee and commission from asset management business, including investment trust management fees and investment advisory fees for investment trusts; |
| • | fee and commission from trust-related business, including trust fees earned primarily through fiduciary asset management and administration services for corporate pension plans and investment funds and other trust-related fees such as brokerage commissions of real estate property, sales commissions for beneficial interests in real estate trust, consulting fees related to real estate property and charges for stock transfer agent services; |
| • | fee and commission from agency business, including administration service fees related to our agency business such as Japan’s principal public lottery program and revenue from standing proxy services related to stocks and others; and |
| • | fees for other customer services, including various revenue such as guarantee fees, sales commissions for life insurance, service charges for electronic banking, financial advisory fees and service charges for software development. |
Investment gains (losses)—net primarily include net gains and losses on sales of marketable securities, such as equity and bond investments. In addition, impairment losses are recognized when management concludes that declines in the fair value of investments are other-than-temporary.
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Trading account gains (losses)—net include gains and losses from transactions undertaken for trading purposes, including both market making for customers and proprietary trading, or transactions through which we seek to capture gains arising from short-term changes in market value. Trading account gains (losses)—net also include gains and losses related to changes in the fair value of derivatives and other financial instruments not eligible for hedge accounting under U.S. GAAP that are utilized to offset mainly interest rate risk related to our various assets and liabilities, as well as gains and losses related to changes in the fair value of foreign currency-denominated debt securities reported as trading securities.
Foreign exchange gains (losses)—net mainly include translation gains and losses related to our foreign currency-denominated assets and liabilities and gains and losses related to foreign exchange trading activities, including market making for customers and proprietary trading.
Noninterest Expenses
Noninterest expenses primarily include salaries and employee benefits, general and administrative expenses, occupancy expenses and fee and commission expenses.
Salaries and employee benefits include expenses incurred for salaries, bonuses and compensation to directors and employees. They also include expenses related to pension and other employee retirement benefit plans.
The principal items included in general and administrative expenses are amortization of software, tax expenses such as consumption tax and property tax that are not income taxes and other expenses, including premiums for deposit insurance.
The principal items included in occupancy expenses are expenses related to premises and equipment, including depreciation, losses on disposal and lease expenses.
The principal items included in fee and commission expenses are fee and commission expenses for remittance services, which mainly include commission expenses paid in connection with remittance transactions and the securities-related businesses, which mainly include transactions costs such as brokerage fees paid.
Operating Environment
We operate principally in Japan, and our performance has generally tracked the macro economy of Japan.
As to the recent economic environment, developed countries in Europe and the United States have begun to cut interest rates in response to the slowdown in inflation. In the United States, although the labor market has slowed down due to the effects of monetary tightening, the economy has remained resilient, driven by consumption by high-income earners. On the other hand, in Europe, consumption and corporate activities have continued to stagnate. In China, the economy has lacked strength due to the correction in the real estate market and sluggish consumer spending.
In Japan, the economy has been experiencing a moderate recovery. While low growth in overseas economies has weighed on production in the manufacturing sector, capital investment and wages have been on an increasing trend on the back of high corporate profits. At the same time, as the movement to pass increased labor costs onto prices has been gradually spreading, the Bank of Japan (“BOJ”) decided to raise its policy interest rate in January 2025. It is expected that the BOJ will continue to determine its monetary policy by assessing developments in wages and prices and other economic trends going forward.
In the United States, the economy has been continuing to grow steadily, driven by consumption by high-income earners, even under the rapid monetary tightening by the FRB. On the other hand, due to the impact of monetary tightening, the labor market has slowed down, and inflation has been steadily slowing down as a result
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of the easing of labor and supply shortages. In January 2025, the U.S. administration changed, and there have been growing concerns of a resurgence in inflation and economic deterioration due to its tariff policies. Based on these circumstances, the FRB decided to leave its policy interest rate unchanged at the meetings of the Federal Open Market Committees held in January, March and May 2025. Amid increasing uncertainties, it is expected that the FRB will determine its future policies carefully while keeping an eye on inflation and economic conditions.
In Europe, the economy has continued to experience low growth. Consumer spending has been stagnant, and the impact of monetary tightening has exerted downward pressure on companies’ investment demand. In addition, inflation has slowed as a result of a pause in the passing of rising energy costs onto consumers, the economic downturn and a deceleration in wage increases. Based on these circumstances, the European Central Bank (“ECB”) decided to lower its policy interest rate at its meetings held in March, April and June 2025. As interest rates gradually approach a neutral level, it is expected that the ECB will determine its future policies by assessing the impact on its economy.
In Asia, the economy has been lacking momentum. In China, although government support measures and robust exports have supported the economy, the prolonged correction in the real estate market and weak consumer spending have resulted in an economy lacking momentum. In addition, conflicts between the United States and China have been ongoing, and uncertainty with respect to China’s trade and national security is higher than ever.
In emerging countries, economies have begun to recover due to an increase in electronic device exports. However, with lingering concerns such as currency depreciation and the resurgence of inflation, the pace of interest rate cuts in each country has remained slow, and the recovery of domestic demand has been sluggish.
As for the future outlook of the global economy, growth is expected to remain sluggish, as the imposition of tariffs by the United States will be a downward pressure factor, and the slowdown in the Chinese economy will weigh on the global economy. In addition, due to Japan’s and Europe’s intensified export competition with China in global markets, further escalation of regional conflicts in the Middle East, and policy uncertainty in the United States, fears of economic deterioration and financial and capital market disruption may spread, which may also adversely affect the Japanese economy.
Key indicators of Japanese economic conditions in recent periods include the following:
| • | Japan’s real gross domestic product on a year-on-year basis increased by 1.3%, 0.6% and 0.8% in the fiscal years ended March 31, 2023, 2024 and 2025, respectively. During the fiscal year ended March 31, 2025, the year-on-year growth rates were minus 0.6%, 0.8%, 1.3%, and 1.7%, for the quarters ended June 30, September 30, December 31 and March 31, respectively. Japan’s core nationwide consumer price index increased by 3.0%, 2.8% and 2.7% in the fiscal years ended March 31, 2023, 2024 and 2025, respectively. |
| • | In September 2016, the BOJ introduced “quantitative and qualitative monetary easing with yield curve control” by strengthening its two previous policy frameworks, namely “quantitative and qualitative monetary easing (“QQE”)” and “QQE with a negative interest rate.” These policies aimed to drive the observed consumer price index to a level exceeding the price stability target of 2% and to maintain the index above that target in a stable manner. Under this policy framework, the BOJ set a guideline for market operations: regarding short-term interest rates, the BOJ would apply an interest rate of negative 0.1% to certain excess balances in current accounts held by financial institutions at the BOJ; and regarding long-term interest rates, it would purchase Japanese government bonds to control long-term interest rates so that the yield of 10-year Japanese government bonds would remain at around 0%. |
In March 2024, the BOJ expressed the view that its policy frameworks of “quantitative and qualitative monetary easing with yield curve control” and the negative interest rate policy since 2016 have fulfilled their roles because the BOJ assessed that a virtuous cycle between wages and prices had emerged, and judged that the price stability target of 2 percent had come in sight and would be achieved in a
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sustainable and stable manner towards the end of the projection period of the January 2024 Outlook Report (Outlook for Economic Activity and Prices). As the guideline for market operations, the BOJ decided to (i) end the negative interest rate policy and encourage the uncollateralized overnight call rate to remain at around 0 to 0.1 percent, and (ii) eliminate the yield curve control and abolish the yield target level on 10-year Japanese government bonds.
In July 2024, the BOJ decided (i) to encourage the uncollateralized overnight call rate to remain at around 0.25 percent, and (ii) on a plan to reduce the amount of its monthly outright purchases of Japanese government bonds by about 400 billion yen each calendar quarter in principle, down to about 3 trillion yen during a period from January to March 2026.
In January 2025, the BOJ decided to encourage the uncollateralized overnight call rate to remain at around 0.5 percent. In accordance with the change in the guideline for money market operations, the BOJ decided to change (i) the interest rate applied to the complementary deposit facility (which is the interest rate applied to current account balances held by financial institutions at the BOJ, excluding required reserve balances), to 0.5 percent, and (ii) the basic loan rate applicable under the complementary lending facility, to 0.75 percent.
| • | The yield on newly issued 10-year Japanese government bonds, which is a key long-term interest rate indicator, was 0.351%, 0.727% and 1.490% as of March 31, 2023, March 29, 2024 and March 31, 2025, respectively. The yield fluctuated between 1.589% and 0.739% during the fiscal year ended March 31, 2025. Thereafter, the yield increased to 1.501% as of May 30, 2025. |
| • | According to Teikoku Databank, a Japanese research institution, there were 6,799 corporate bankruptcies in the fiscal year ended March 31, 2023, involving approximately ¥2.3 trillion in total liabilities, 8,881 corporate bankruptcies in the fiscal year ended March 31, 2024, involving approximately ¥2.4 trillion in total liabilities, and 10,070 corporate bankruptcies in the fiscal year ended March 31, 2025, involving approximately ¥2.3 trillion in total liabilities. The number of corporate bankruptcies in the fiscal year ended March 31, 2025 increased for the third consecutive year compared to the previous year, and exceeded 10,000 corporate bankruptcies for the first time in eleven years, since the fiscal year ended March 31, 2014, which recorded 10,102 corporate bankruptcies. |
| • | The Nikkei Stock Average, which is an average of the price of 225 stocks listed on the Tokyo Stock Exchange, increased by 0.8% to ¥28,041.48 as of March 31, 2023, followed by a 44.0% increase to ¥40,369.44 as of March 29, 2024 and a 11.8% decrease to ¥35,617.56 as of March 31, 2025, each compared to the last trading day of the previous fiscal year. Thereafter, the Nikkei Stock Average increased to ¥37,965.10 as of May 30, 2025. |
| • | The yen to U.S. dollar spot exchange rate, according to the BOJ, was ¥133.13 to $1.00 as of March 31, 2023, ¥151.34 to $1.00 as of March 29, 2024 and ¥149.14 to $1.00 as of March 31, 2025. The rate fluctuated between ¥140.60 and ¥161.77 to $1.00 during the fiscal year ended March 31, 2025. Thereafter, the yen strengthened to ¥144.04 to $1.00 as of May 30, 2025. |
| • | According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, housing starts in Japan decreased by 0.6% and 7.0% in the fiscal years ended March 31, 2023 and 2024, respectively, and increased by 2.0% in the fiscal year ended March 31, 2025. |
| • | According to the Ministry of Land, Infrastructure, Transport and Tourism of Japan, the average published housing land prices in Japan increased by 1.4%, 2.0% and 2.1% in calendar years 2022, 2023 and 2024, respectively. |
Capital Improvements
All yen figures and percentages in this subsection are truncated.
We have been pursuing the optimal balance between capital adequacy, growth investment and enhancement of shareholder return.
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Capital Adequacy
In the fiscal year ended March 31, 2025, we maintained a sufficient capital base compared to regulatory minimum requirements, mainly as a result of earning ¥885.4 billion of profit attributable to owners of parent (under Japanese GAAP).
Our Common Equity Tier 1 capital ratio under Basel III was 12.73% and 13.23% as of March 31, 2024 and 2025, respectively.
With respect to redemptions of previously issued securities, we redeemed various securities that are eligible regulatory capital instruments under Basel III upon their respective initial optional redemption dates or their respective maturity dates. As for Additional Tier 1 capital, in December 2024, we redeemed ¥140.0 billion of unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause issued by Mizuho Financial Group in July 2019. As for Tier 2 capital, in July 2024, December 2024 and June 2025, we redeemed ¥80.0 billion, ¥25.0 billion and ¥20.0 billion of unsecured fixed-term subordinated bonds with a write-down clause issued by Mizuho Financial Group in July 2014, December 2014 and June 2015, respectively. In June 2024, October 2024 and June 2025, we redeemed ¥55.0 billion, ¥117.0 billion and ¥40.0 billion of unsecured fixed-term subordinated bonds with an optional redemption clause and a write-down clause issued by Mizuho Financial Group in June 2019, October 2019 and June 2020, respectively.
Meanwhile, as for the new issuance of Additional Tier 1 capital, in April 2024, we issued ¥162.0 billion and ¥68.0 billion of unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause through public offerings to wholesale investors in Japan. In July 2024, we issued ¥56.5 billion and ¥28.0 billion of unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause through public offerings to wholesale investors in Japan, and in April 2025, we also issued ¥111.5 billion and ¥52.5 billion of unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause through public offerings to wholesale investors in Japan. With respect to the new issuances of Tier 2 capital, in July 2024, we issued ¥64.0 billion of unsecured fixed-term subordinated bonds with a write-down clause through a public offering to retail investors in Japan. In July 2024, we also issued ¥136.0 billion of unsecured fixed-term subordinated bonds with an optional redemption clause and a write-down clause through a public offering to retail investors in Japan.
Enhancement of Shareholder Return
Annual cash dividends for the fiscal year ended March 31, 2025 were ¥140.0 per share of common stock (the interim cash dividend was ¥65.0 per share of common stock and the year-end cash dividend was ¥75.0 per share of common stock).
On May 15, 2025, our Board of Directors resolved to repurchase shares of our common stock and cancel all of the repurchased shares. The resolution authorized the repurchase of up to the lesser of (i) an aggregate of 40,000,000 shares of our common stock and (ii) an aggregate of shares of our common stock for an aggregate purchase price of ¥100 billion between May 16, 2025 and August 31, 2025. The cancellation of the repurchased shares is scheduled on September 22, 2025. Pursuant to the resolution, we have repurchased an aggregate of 4,351,500 shares for ¥16.8 billion as of May 31, 2025 on a trade basis.
From the fiscal year ending March 31, 2026, we decided to set forth our new shareholder return policy of keeping progressive increase of dividends per share, while executing flexible and intermittent share buybacks. In addition, we aim to increase dividends per share by approximately ¥5.0 each fiscal year, based on and assuming the steady growth of our stable earnings base. We will decide share buybacks, based on our business results, capital adequacy, our stock price and the opportunities for growth investment, using the total payout ratio of 50% or more as a guide.
Business Trends
See “Item 4.B. Information on the Company—Business Overview,” “Item 5. Operating and Financial Review and Prospects—Operating Results” and “Item 5. Operating and Financial Review and Prospects—Financial Condition.”
67
Others
Strategic Capital and Business Alliance between Mizuho Financial Group and Rakuten Card
On November 13, 2024, we resolved to enter into a strategic capital and business alliance (“the Alliance”) with Rakuten Card Co., Ltd. (“Rakuten Card”), a consolidated subsidiary of Rakuten Group, Inc. (“Rakuten Group”). In conjunction with the Alliance, we and Rakuten Group executed a share transfer agreement on November 13, 2024, pursuant to which Rakuten Group transferred 14.99% of Rakuten Card’s common stock to us for ¥165 billion on December 1, 2024.
In addition, on the same date, Mizuho Financial Group, Mizuho Bank, UC Card Co., Ltd., each, our consolidated subsidiary, Orient Corporation, our equity-method affiliate, Rakuten Group and Rakuten Card announced the formation of a business alliance that aims to transform Japan’s digital payment landscape. We and Rakuten Group decided to leverage the strengths of these six key companies to develop new, highly convenient retail business models in the increasingly competitive payments industry, which will strengthen customer loyalty and develop solutions that meet the needs of affiliate stores.
Mizuho Financial Group to Sell the Global Custody Business
On February 28, 2025, we entered into an agreement to transfer our global custody and related businesses outside of Japan to State Street Corporation. We currently operate the businesses through our local subsidiaries, Mizuho Trust & Banking (Luxembourg) S.A., owned by Mizuho Trust & Banking, and Mizuho Bank (USA), a wholly-owned subsidiary of Mizuho Bank. The transaction is subject to the regulatory approvals and other closing conditions.
Launching Universal Bank in the EU
In responding to the changes in economic environments and the diversification of client needs, Amsterdam-based Mizuho Bank Europe N.V. (“Mizuho Bank Europe”), a subsidiary of Mizuho Bank, has merged with Frankfurt-based Mizuho Securities Europe GmbH, a subsidiary of Mizuho Securities Co., Ltd. As the surviving entity, Mizuho Bank Europe has successfully commenced operations under its new universal bank structure, offering a fully integrated banking and securities business, as of April 7, 2025.
Disposing of Our Cross-shareholdings
Reflecting the potential impact on our financial position associated with the risk of stock price fluctuations, as a basic policy, unless we consider the holdings to be meaningful, we will not hold the shares of other companies as cross-shareholdings. Even if we consider the holdings to be meaningful, we will also endeavor to reduce them through dialogue with the issuing companies. As part of the medium-term business plan for the three fiscal years ending March 31, 2026, we are continuing our basic policy of reducing cross-shareholdings. During the fiscal year ended March 31, 2025, we sold ¥104.0 billion of cross-shareholdings under Japanese GAAP on an acquisition cost basis.
Russia-Ukraine situation
As of March 31, 2024 and 2025, our direct net country exposure to Russia was $1.12 billion and $1.01 billion, respectively, which was only a small percentage of our total exposure. The Russia-related exposure figures are on an aggregate basis of Mizuho Bank and Mizuho Trust & Banking, each on a consolidated basis, and take into account the guarantee amount in the country where the risk exists. The exposure primarily consisted of outstanding loans, commitment lines, guarantee transactions and derivatives-related credit. Included within this exposure are loans made by AO Mizuho Bank (Moscow). Loans of AO Mizuho Bank (Moscow) decreased by $0.09 billion from $0.09 billion as of March 31, 2024 to almost nil as of March 31, 2025.
68
Considering the country risk arising from the continued sanctions against Russia and the downgrading of their credit rating, we incorporated the estimated impact of the Russia-Ukraine situation into the macroeconomic scenario used for determining the allowance for credit losses on loans.
Critical Accounting Estimates
Note 1 to our consolidated financial statements included elsewhere in this annual report contains a summary of our significant accounting policies. These accounting policies are essential to understanding our financial condition and results of operations. Certain of these accounting policies require management to make critical accounting estimates that involve complex and subjective judgments and the use of assumptions, some of which may be for matters that are inherently uncertain and susceptible to change. Such critical accounting estimates are based on information available to us as of the date of the financial statements and could change from period to period. Critical accounting estimates could also involve estimates for which management could have reasonably used another estimate for the relevant accounting period. The use of different estimates could have a material impact on our financial condition and results of operations. The following is a discussion of significant accounting policies for which critical accounting estimates are used.
Allowance for Credit Losses
ASC 326, “Financial Instruments - Credit Losses” (“ASC 326”) established a single allowance framework for all financial assets measured at amortized cost and certain off-balance-sheet instrument exposures. This framework requires management’s estimate to reflect credit losses over the instrument’s remaining expected lives and consider expected future changes in macroeconomic conditions.
We maintain an appropriate allowance for credit losses to represent management’s estimate of the expected credit losses in our financial assets measured at amortized cost and certain off-balance sheet instruments. Our management evaluates the appropriateness of the allowance for credit losses semi-annually. The allowance considers expected credit losses over the remaining expected lives of the applicable instruments. The expected life of each instrument is determined by considering expected prepayments, contractual terms and cancellation features.
When determining expected credit losses, a single forward-looking macroeconomic scenario is considered over a reasonable and supportable forecast period. This forward-looking macroeconomic scenario is in line with the scenario used for our business plan. If the scenario does not reflect a sudden change in economic conditions adequately, adjustments may be made to the scenario. After the forecast period, we revert to long-term historical loss experience with a certain graduated transition period, to estimate losses over the remaining lives of financial assets measured at amortized cost and certain off-balance-sheet instruments. The macroeconomic scenario is updated at least semi-annually and is reviewed accordingly to reflect current economic conditions and our expectation of future conditions on a timely basis. For the fiscal year ended March 31, 2025, we used the most recent macroeconomic scenario available during our credit loss estimation process.
The following table shows the major factors of the macroeconomic scenario, the gross domestic product of Japan and United States and unemployment rate of Japan.
| (%) | ||||||||||||
| 2025 | 2026 | 2027 | ||||||||||
| Real Gross Domestic Product of Japan |
0.8 | 0.7 | 0.6 | |||||||||
| Nominal Gross Domestic Product of Japan |
2.7 | 2.0 | 2.1 | |||||||||
| Real Gross Domestic Product of United States |
1.7 | 1.8 | 1.9 | |||||||||
| 2025 | 2026 | 2027 | ||||||||||
| Unemployment rate of Japan |
2.5 | 2.4 | 2.3 | |||||||||
69
In terms of the internal risk ratings, for the corporate portfolio segment, the credit quality review process and the credit rating process serve as the basis for determining the allowance for credit losses on loans. Through such processes, loans are categorized into groups to reflect the probability of default, whereby our management assesses the ability of borrowers to service their debt, taking into consideration current financial information, ability to generate cash, historical payment experience, analysis of relevant industry segments and current trends. For the retail portfolio segment, the different categories of past due status of loans are primarily utilized in the credit quality review and the credit rating processes as the basis for determining the allowance for credit losses on loans.
Our methodology for determining the appropriate allowance for credit losses on loans also considers the imprecision inherent in the methodologies used. As a result, the amounts determined under the methodologies described above could be adjusted by management to consider the potential impact of other qualitative factors which include, but are not limited to, imprecision in macroeconomic scenario assumptions and emerging risks such as trade policies and their ripple effect on specific portfolio segments. Considering internal and external factors affecting the credit quality of the portfolio, we incorporated the estimated impact of the evolving tariff policies on the automotive supply chain, the interest rate hike on domestic obligors, and other factors contributing to economic uncertainty into the macroeconomic scenario. The macroeconomic scenario was revised to reflect updated key assumptions including the forecasted business outlook for specific portfolio segments, and the current forecast for the growth rate of gross domestic product.
The allowance for credit losses involves significant judgments on a number of matters including expectations of future economic conditions, assignment of obligor ratings, valuation of collateral, the timing and amount of future cash flows, and the development of qualitative adjustments as discussed above. Furthermore, information available at the time of the determination is limited, and it is not possible to eliminate uncertainty. Significant changes in any of the factors underlying our determination of the allowances could materially affect our financial condition and results of operations. For example, in response to the unexpected deterioration of future macroeconomic conditions and the consequent decline in internal risk rating, we may need to increase the allowances with additional charges to earnings. Additionally, changes in economic variables such as gross domestic product, the unemployment rate and real estate prices may not move in a correlated manner as variables may move in opposite directions or differ across portfolios or geography, so the improvement in one factor or input may offset deterioration in others.
We replaced the major factors of the macroeconomic scenario as follows to demonstrate the sensitivity of credit loss estimates to macroeconomic forecasts.
| • | An increase of approximately ¥20 billion in allowance for credit losses for domestic corporate segment if the nominal gross domestic product of Japan was decreased by 100 bps for each year within the reasonable and supportable forecast period compared to the nominal gross domestic product of Japan used in the current macroeconomic scenario. |
| • | An increase of approximately ¥15 billion in allowance for credit losses for foreign corporate segment if the real gross domestic product of the United States was decreased by 100 bps for each year within the reasonable and supportable forecast period compared to the real gross domestic product of the United States used in the current macroeconomic scenario. |
| • | An increase of approximately ¥6 billion in allowance for credit losses for domestic retail segment if the unemployment rate of Japan was increased by 100 bps for each year within the reasonable and supportable forecast period compared to the unemployment rate of Japan used in the current macroeconomic scenario. |
See note 1 to our consolidated financial statements included elsewhere in this annual report for further information on our policies and methodologies used to determine the allowance for credit losses.
70
Valuation of Financial Instruments
ASC 820, “Fair Value Measurement” (“ASC 820”) specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. The standard describes the following three levels of inputs that may be used to measure fair value:
| Level 1 |
Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market. | |
| Level 2 |
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. If no quoted market prices are available, the fair values of debt securities and over-the-counter derivative contracts in this category are determined using pricing models with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. | |
| Level 3 |
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques. | |
For assets and liabilities classified in Level 1 and 2 of the hierarchy, where inputs are principally based on observable market data, there are less judgments or estimates in determining fair value, while the determination of fair value of Level 3 assets and liabilities involves more significant management judgments and estimates. For further information, including valuation methodologies and the use of management estimates and judgments in connection therewith, see note 26 to the consolidated financial statements included elsewhere in this annual report.
Pension and Other Employee Benefit Plans
Mizuho Financial Group, its principal banking subsidiaries and certain other subsidiaries sponsor severance indemnities and pension plans, which provide defined benefits to retired employees. Periodic expense and accrued liabilities are computed based on a number of actuarial assumptions, including mortality, withdrawals, discount rates, expected long-term rates of return on plan assets and rates of increase in future compensation levels.
Actual results that differ from the assumptions are accumulated and amortized over future periods and therefore generally affect future pension expenses. While our management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may adversely affect pension expenses in the future.
In estimating the discount rates, we look to interest rates on a portfolio of high-quality fixed-income government and corporate bonds. The durations of such bonds closely match those of the benefit obligations. Assumed discount rates are reevaluated at each measurement date.
The expected rate of return for each asset category is based primarily on various aspects of the long-term prospects for the economy that include historical performance and the market environment.
For further information on our pension and other employee benefits, see note 20 to the consolidated financial statements included elsewhere in this annual report.
71
Operating Results
The following discussion relates to our operating results for the fiscal years ended March 31, 2024 and 2025. For the discussion on our operating results for the fiscal year ended March 31, 2023, including certain comparative discussion on our operating results for the fiscal years ended March 31, 2023 and 2024, please refer to “Item 5. Operating and Financial Review and Prospects—Operating Results” in our annual report on Form 20-F for the fiscal year ended March 31, 2024, filed with the SEC on June 26, 2024.
The following table shows certain information as to our income, expenses and net income for the fiscal years ended March 31, 2024 and 2025:
| Fiscal years ended March 31, |
||||||||
| 2024 | 2025 | |||||||
| (in billions of yen) | ||||||||
| Interest and dividend income |
¥ | 5,767 | ¥ | 6,167 | ||||
| Interest expense |
4,562 | 4,907 | ||||||
|
|
|
|
|
|||||
| Net interest income |
1,205 | 1,260 | ||||||
| Provision (credit) for credit losses |
47 | 97 | ||||||
|
|
|
|
|
|||||
| Net interest income after provision (credit) for credit losses |
1,158 | 1,163 | ||||||
| Noninterest income |
2,744 | 2,003 | ||||||
| Noninterest expenses |
2,278 | 2,407 | ||||||
|
|
|
|
|
|||||
| Income before income tax expense |
1,623 | 759 | ||||||
| Income tax expense |
425 | 200 | ||||||
|
|
|
|
|
|||||
| Net income |
1,198 | 560 | ||||||
| Less: Net income (loss) attributable to noncontrolling interests |
286 | (34 | ) | |||||
|
|
|
|
|
|||||
| Net income attributable to MHFG shareholders |
¥ | 912 | ¥ | 593 | ||||
|
|
|
|
|
|||||
The following is a discussion of major components of our net income attributable to MHFG shareholders for the fiscal years ended March 31, 2024 and 2025.
72
Net Interest Income
The following table shows the average balances of interest-earning assets and interest-bearing liabilities, interest amounts and the average interest rates on such assets and liabilities for the fiscal years ended March 31, 2024 and 2025:
| Fiscal years ended March 31, | ||||||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||||||
| Average balance |
Interest amount |
Interest rate |
Average balance |
Interest amount |
Interest rate |
|||||||||||||||||||
| (in billions of yen, except percentages) | ||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||
| Interest-bearing deposits in other banks |
¥ | 45,926 | ¥ | 30 | 0.07 | % | ¥ | 56,125 | ¥ | 136 | 0.24 | % | ||||||||||||
| Call loans and funds sold |
4,889 | — | 0.00 | 197 | 1 | 0.46 | ||||||||||||||||||
| Receivables under resale agreements and securities borrowing transactions |
8,980 | 72 | 0.80 | 11,437 | 86 | 0.75 | ||||||||||||||||||
| Trading account assets |
6,554 | 91 | 1.40 | 6,638 | 98 | 1.48 | ||||||||||||||||||
| Investments |
24,888 | 96 | 0.38 | 18,481 | 125 | 0.68 | ||||||||||||||||||
| Loans |
58,582 | 636 | 1.09 | 60,835 | 748 | 1.23 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total interest-earning assets |
149,820 | 925 | 0.62 | 153,713 | 1,195 | 0.78 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Deposits |
98,446 | 130 | 0.13 | 97,231 | 177 | 0.18 | ||||||||||||||||||
| Call money and funds purchased |
1,841 | 2 | 0.13 | 2,393 | 7 | 0.30 | ||||||||||||||||||
| Payables under repurchase agreements and securities lending transactions |
7,250 | 137 | 1.89 | 16,769 | 550 | 3.28 | ||||||||||||||||||
| Other short-term borrowings(1) |
2,268 | 5 | 0.21 | 2,993 | 18 | 0.59 | ||||||||||||||||||
| Trading account liabilities |
4,567 | 53 | 1.16 | 4,062 | 61 | 1.50 | ||||||||||||||||||
| Long-term debt |
14,353 | 308 | 2.15 | 14,488 | 315 | 2.17 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total interest-bearing liabilities |
128,724 | 634 | 0.49 | 137,935 | 1,127 | 0.82 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net |
21,096 | 291 | 0.13 | 15,778 | 68 | 0.00 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Foreign: |
||||||||||||||||||||||||
| Interest-bearing deposits in other banks |
19,600 | 991 | 5.06 | 16,279 | 832 | 5.11 | ||||||||||||||||||
| Call loans and funds sold |
1,031 | 33 | 3.21 | 747 | 20 | 2.71 | ||||||||||||||||||
| Receivables under resale agreements and securities borrowing transactions |
11,663 | 667 | 5.72 | 14,726 | 782 | 5.31 | ||||||||||||||||||
| Trading account assets |
15,142 | 623 | 4.12 | 17,061 | 724 | 4.24 | ||||||||||||||||||
| Investments |
7,332 | 210 | 2.87 | 9,343 | 358 | 3.84 | ||||||||||||||||||
| Loans |
38,942 | 2,317 | 5.95 | 38,452 | 2,256 | 5.87 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total interest-earning assets |
93,710 | 4,842 | 5.17 | 96,608 | 4,972 | 5.15 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Deposits |
44,214 | 2,047 | 4.63 | 45,379 | 2,041 | 4.50 | ||||||||||||||||||
| Call money and funds purchased |
427 | 20 | 4.63 | 238 | 9 | 3.98 | ||||||||||||||||||
| Payables under repurchase agreements and securities lending transactions |
29,076 | 1,580 | 5.43 | 24,918 | 1,359 | 5.45 | ||||||||||||||||||
| Other short-term borrowings(1) |
1,790 | 91 | 5.08 | 1,673 | 131 | 7.85 | ||||||||||||||||||
| Trading account liabilities |
1,800 | 122 | 6.77 | 1,939 | 164 | 8.47 | ||||||||||||||||||
| Long-term debt |
1,403 | 68 | 4.86 | 1,720 | 75 | 4.36 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total interest-bearing liabilities |
78,710 | 3,928 | 4.99 | 75,866 | 3,780 | 4.98 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net |
15,000 | 914 | 0.18 | 20,742 | 1,192 | 0.17 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total: |
||||||||||||||||||||||||
| Total interest-earning assets |
243,529 | 5,767 | 2.37 | 250,322 | 6,167 | 2.46 | ||||||||||||||||||
| Total interest-bearing liabilities |
207,434 | 4,562 | 2.20 | 213,801 | 4,907 | 2.30 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net |
¥ | 36,096 | ¥ | 1,205 | 0.17 | ¥ | 36,520 | ¥ | 1,260 | 0.16 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
73
Note:
| (1) | Other short-term borrowings consist of due to trust accounts, commercial paper and any other short-term borrowings. |
Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
Interest and dividend income increased by ¥400 billion, or 6.9%, from the previous fiscal year, to ¥6,167 billion in the fiscal year ended March 31, 2025. Domestic interest and dividend income accounted for ¥1,195 billion of the total amount, an increase of ¥270 billion from the previous fiscal year. Foreign interest and dividend income accounted for ¥4,972 billion, an increase of ¥130 billion from the previous fiscal year.
The BOJ decided to encourage the uncollateralized overnight call rate to remain at around 0.25 percent in July 2024. In addition, the BOJ decided to encourage the uncollateralized overnight call rate to remain at around 0.5 percent in January 2025. On the other hand, the yield on newly issued 10-year Japanese government bonds, which is a key long-term interest rate indicator, was 0.727% and 1.490% as of March 29, 2024 and March 31, 2025, respectively. The yield on overseas branches experienced a slight decrease. Under such circumstances, the average yield on domestic loans increased by 0.14 percentage points from the previous fiscal year to 1.23% in the fiscal year ended March 31, 2025, and the average rate on domestic deposits increased by 0.05 percentage points from the previous fiscal year to 0.18% in the fiscal year ended March 31, 2025. The average yield on foreign loans decreased by 0.08 percentage points from the previous fiscal year to 5.87% in the fiscal year ended March 31, 2025, and the average rate on foreign deposits decreased by 0.13 percentage points from the previous fiscal year to 4.50% in the fiscal year ended March 31, 2025.
The increase in domestic interest and dividend income was due mainly to increases in interest income from loans and interest-bearing deposits in other banks. The increase in interest income from loans and interest-bearing deposits in other banks was due mainly to an increase in the average yield. Changes in the average yields on domestic interest-earning assets contributed to an increase in interest and dividend income of ¥242 billion, and changes in the average balance of domestic interest-earning assets contributed to an increase of ¥27 billion, resulting in the ¥270 billion increase in domestic interest and dividend income.
The increase in foreign interest and dividend income was due mainly to an increase in interest income from foreign investments. The increase in interest income from foreign investments was due mainly to an increase in the average yield. Changes in the average yield on foreign interest-earning assets contributed to an increase in interest and dividend income of ¥24 billion, and changes in the average balance of foreign interest-earning assets contributed to an increase of ¥106 billion, resulting in the ¥130 billion overall increase in foreign interest and dividend income.
Interest expense increased by ¥345 billion, or 7.6%, from the previous fiscal year, to ¥4,907 billion in the fiscal year ended March 31, 2025. Domestic interest expense accounted for ¥1,127 billion of the total amount, an increase of ¥493 billion from the previous fiscal year. Foreign interest expense accounted for ¥3,780 billion of the total amount, a decrease of ¥148 billion from the previous fiscal year.
The increase in domestic interest expense was due mainly to an increase in interest expense from domestic payables under repurchase agreements and securities lending transactions, which was primarily a result of an increase in average interest rates. The changes in the average interest rates on domestic interest-bearing liabilities contributed to an increase in interest expense of ¥316 billion, and the changes in the average balance of domestic interest-bearing liabilities contributed to an increase in interest expense of ¥177 billion, resulting in the ¥493 billion overall increase in domestic interest expense.
The decrease in foreign interest expense was due mainly to a decrease in interest expense from foreign payables under repurchase agreements and securities lending transactions, which was primarily a result of a
74
decrease in average balance. The changes in the average interest rates on foreign interest-bearing liabilities contributed to an increase in interest expense of ¥14 billion, and the changes in the average balance of foreign interest-bearing liabilities contributed to a decrease in interest expense of ¥162 billion, resulting in the ¥148 billion overall decrease in foreign interest expense.
As a result of the foregoing, net interest income increased by ¥55 billion, or 4.6%, from the previous fiscal year, to ¥1,260 billion. The average interest rate spread slightly declined by 0.01 percentage points from the previous fiscal year to 0.16% in the fiscal year ended March 31, 2025. The decline of the average interest rate spread was not significant because both the average yields on total interest-earning assets and the average interest rates on total interest-bearing liabilities generally netted out between these periods.
Provision (Credit) for Credit Losses
Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
Provision for credit losses increased by ¥50 billion, or 105.7%, from the previous fiscal year, to ¥97 billion in the fiscal year ended March 31, 2025. The increase was due mainly to a change from credit for credit losses on loans to provision for credit losses on loans to foreign borrowers.
Noninterest Income
The following table shows a breakdown of noninterest income for the fiscal years ended March 31, 2024 and 2025:
| Fiscal years ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (in billions of yen) | ||||||||
| Fee and commission |
¥ | 1,118 | ¥ | 1,207 | ||||
| Fee and commission from securities-related business |
247 | 263 | ||||||
| Fee and commission from deposits |
16 | 16 | ||||||
| Fee and commission from lending business |
233 | 252 | ||||||
| Fee and commission from remittance business |
107 | 102 | ||||||
| Fee and commission from asset management business |
116 | 127 | ||||||
| Fee and commission from trust related business |
137 | 145 | ||||||
| Fee and commission from agency business |
38 | 41 | ||||||
| Fee and commission from guarantee related business |
44 | 47 | ||||||
| Fees for other customer services |
182 | 214 | ||||||
| Foreign exchange gains (losses)—net |
(19 | ) | (186 | ) | ||||
| Trading account gains (losses)—net |
390 | 803 | ||||||
| Investment gains (losses)—net |
1,004 | (186 | ) | |||||
| Debt securities |
(6 | ) | (5 | ) | ||||
| Equity securities |
1,010 | (182 | ) | |||||
| Equity in earnings (losses) of equity method investees—net |
20 | 28 | ||||||
| Gains on disposal of premises and equipment |
10 | 72 | ||||||
| Other noninterest income |
221 | 265 | ||||||
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| Total noninterest income |
¥ | 2,744 | ¥ | 2,003 | ||||
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Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
Noninterest income decreased by ¥741 billion, or 27.0%, from the previous fiscal year to ¥2,003 billion in the fiscal year ended March 31, 2025. The decreases were due mainly to investment losses—net of ¥186 billion compared to investment gains—net of ¥1,004 billion in the previous fiscal year, and an increase in foreign exchange losses—net of ¥167 billion, offset in part by an increase in trading account gains —net of ¥413 billion.
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Fee and commission
Fee and commission increased by ¥89 billion, or 8.0%, from the previous fiscal year to ¥1,207 billion in the fiscal year ended March 31, 2025. The increase was due mainly to an increase in fee and commission from lending business of ¥20 billion, or 8.4%. The increase in fee and commission from lending business was due mainly to an increase in fee and commission earned from foreign branches.
Foreign exchange gains (losses)—net
Foreign exchange losses—net increased by ¥167 billion, or 859.0%, from the previous fiscal year to ¥186 billion in the fiscal year ended March 31, 2025. The increase was due mainly to fluctuations in foreign exchange rates in the fiscal year ended March 31, 2025.
Trading account gains (losses)—net
Trading account gains —net increased by ¥413 billion, or 105.9%, from the previous fiscal year to ¥803 billion in the fiscal year ended March 31, 2025. The increase was due mainly to an increase in gains related to change in the fair value of our portfolio of foreign currency-denominated securities for which the fair value option was elected due mainly to a fall in U.S. long-term interest rates, partially offset by a decrease in gains on derivatives.
Investment gains (losses)—net
Investment gains (losses)—net was a loss of ¥186 billion in the fiscal year ended March 31, 2025 compared to a gain of ¥1,004 billion in the previous fiscal year, among which investment gains (losses)—net related to equity securities was a loss of ¥182 billion in the fiscal year ended March 31, 2025 compared to a gain of ¥1,010 billion in the previous fiscal year. The change from investment gains—net to investment losses—net related to equity securities was due mainly to a decrease in gains related to changes in the fair value of Japanese equity securities in the fiscal year ended March 31, 2025, which mostly reflected the relative weakness in market conditions. For further information, see note 3 to our consolidated financial statements included elsewhere in this annual report.
Noninterest Expenses
The following table shows a breakdown of noninterest expenses for the fiscal years ended March 31, 2024 and 2025:
| Fiscal years ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (in billions of yen) | ||||||||
| Salaries and employee benefits |
¥ | 804 | ¥ | 883 | ||||
| General and administrative expenses |
751 | 827 | ||||||
| Occupancy expenses |
168 | 186 | ||||||
| Fee and commission expenses |
239 | 254 | ||||||
| Provision (credit) for credit losses on off-balance-sheet instruments |
10 | 27 | ||||||
| Other noninterest expenses |
306 | 230 | ||||||
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| Total noninterest expenses |
¥ | 2,278 | ¥ | 2,407 | ||||
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Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
Noninterest expenses increased by ¥128 billion, or 5.6%, from the previous fiscal year to ¥2,407 billion in the fiscal year ended March 31, 2025. The increase was due mainly to an increase in salaries and employee benefits of ¥79 billion, or 9.9%, and an increase in general and administrative expenses of ¥76 billion, or 10.1%.
76
Salaries and employee benefits
Salaries and employee benefits increased by ¥79 billion, or 9.9%, from the previous fiscal year to ¥883 billion in the fiscal year ended March 31, 2025. The increase was due mainly to an increase in personnel costs at our overseas subsidiaries.
General and administrative expenses
General and administrative expenses increased by ¥76 billion, or 10.1%, from the previous fiscal year to ¥827 billion in the fiscal year ended March 31, 2025. The increase was due mainly to an increase in property expenses at a domestic bank subsidiary.
Income Tax Expense
The following table shows the components of income tax expense (benefit) for the fiscal years ended March 31, 2024 and 2025:
| Fiscal years ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (in billions of yen) | ||||||||
| Current: |
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| Domestic |
¥ | 36 | ¥ | 93 | ||||
| Foreign |
224 | 211 | ||||||
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| Total current tax expense |
260 | 304 | ||||||
| Deferred: |
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| Domestic |
170 | (101 | ) | |||||
| Foreign |
(5 | ) | (3 | ) | ||||
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| Total deferred tax expense (benefit) |
165 | (104 | ) | |||||
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| Total income tax expense |
¥ | 425 | ¥ | 200 | ||||
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Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
Income tax expense decreased by ¥226 billion from the previous fiscal year to ¥200 billion in the fiscal year ended March 31, 2025. Current tax expense in the fiscal year ended March 31, 2025 increased by ¥44 billion from the previous fiscal year to ¥304 billion. Deferred tax expense (benefit) was a benefit of ¥104 billion in the fiscal year ended March 31, 2025 compared to an expense of ¥165 billion in the previous fiscal year. The increase in current tax expense was due mainly to an increase in the taxable income of our principal banking subsidiaries. The change in deferred tax expense (benefit) was due primarily to changes in temporary differences attributable to marketable securities of our principal banking subsidiaries.
We consider the sales of available-for-sale securities and equity securities to be a qualifying tax-planning strategy that is a possible source of future taxable income to the extent necessary in the future mainly with respect to our principal banking subsidiaries in Japan. The reliance on this tax-planning strategy of our subsidiaries in Japan was immaterial.
77
The following table shows the components of deferred tax assets (liabilities) as of March 31, 2024 and 2025:
| As of March 31, | ||||||||
| 2024 | 2025 | |||||||
| (in billions of yen) | ||||||||
| Deferred tax assets: |
||||||||
| Allowance for credit losses |
¥ | 266 | ¥ | 288 | ||||
| Derivative financial instrument |
149 | 224 | ||||||
| Lease liabilities |
169 | 158 | ||||||
| Trading securities |
209 | 116 | ||||||
| Foreign tax credit and payments |
125 | 112 | ||||||
| Premises and equipment |
47 | 46 | ||||||
| Available-for-sale securities |
— | 1 | ||||||
| Net operating loss carryforwards |
150 | 151 | ||||||
| Other |
291 | 338 | ||||||
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| Gross deferred tax assets |
1,404 | 1,436 | ||||||
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| Valuation allowance |
(234 | ) | (216 | ) | ||||
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| Deferred tax assets, net of valuation allowance |
1,170 | 1,220 | ||||||
| Deferred tax liabilities: |
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| Investments |
503 | 370 | ||||||
| Prepaid pension cost and accrued pension liabilities |
222 | 203 | ||||||
| Right-of-use assets |
161 | 149 | ||||||
| Other |
121 | 189 | ||||||
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| Gross deferred tax liabilities |
1,006 | 911 | ||||||
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| Net deferred tax assets |
¥ | 164 | ¥ | 309 | ||||
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Net Income (Loss) Attributable to Noncontrolling Interests
Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
Net income (loss) attributable to noncontrolling interests was a loss of ¥34 billion in the fiscal year ended March 31, 2025 compared to income of ¥286 billion in the previous fiscal year.
Net Income Attributable to MHFG Shareholders
Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
As a result of the foregoing, net income attributable to MHFG shareholders decreased by ¥319 billion, or 35.0%, from the previous fiscal year to ¥593 billion in the fiscal year ended March 31, 2025.
Business Segments Analysis
The following discussion relates to our business segment analysis for the fiscal years ended March 31, 2024 and 2025. For the discussion on our business segment analysis for the fiscal year ended March 31, 2023, including certain comparative discussion on our operating results for the fiscal years ended March 31, 2023 and 2024, please refer to “Item 5. Operating and Financial Review and Prospects—Business Segment Analysis” in our annual report on Form 20-F for the fiscal year ended March 31, 2024, filed with the SEC on June 26, 2024.
We manage our group under an in-house company system based on our diverse customer segments. The aim of this system is to leverage our strengths and competitive advantage, which is the seamless integration of our banking, trust banking and securities functions under a holding company structure, to speedily provide high-quality financial services that closely match customer needs.
78
Specifically, the company system is classified into the following five in-house companies, each based on a customer segment: the Retail & Business Banking Company (“RBC”); the Corporate & Investment Banking Company (“CIBC”); the Global Corporate & Investment Banking Company (“GCIBC”); the Global Markets Company (“GMC”); and the Asset Management Company (“AMC”). These customer segments are regarded as our operating segments and constitute reportable segments, and they reflect the manner in which our financial information is evaluated by our group’s Executive Management Committee, whose members act collectively as our group’s chief operating decision maker (“CODM”).
Our business segment information is prepared based on the internal management reporting systems used by the CODM to assess the performance of our business segments under Japanese GAAP. The CODM’s review of the reported measures of reportable segments includes evaluation of segment profitability and assessment of actual results compared to the budget. These measures are regularly provided to the CODM and are a component of a multifaceted decision-making process regarding segment performance as well as resource and capital allocation. Since figures reported to the CODM are prepared under Japanese GAAP, they are not consistent with the consolidated financial statements prepared in accordance with U.S. GAAP. This difference is addressed in note 30 to our consolidated financial statements included elsewhere in this annual report, where a reconciliation to U.S. GAAP of the total amount of all business segments is provided.
For a brief description of each of our business segments, see note 30 to our consolidated financial statements included elsewhere in this annual report.
Results of Operations by Business Segment
Consolidated Results of Operations
Consolidated gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥293.4 billion, compared to the fiscal year ended March 31, 2024, to ¥2,965.6 billion. Consolidated general and administrative expenses for the fiscal year ended March 31, 2025 increased by ¥172.6 billion, compared to the fiscal year ended March 31, 2024, to ¥1,854.5 billion. Consolidated equity in earnings of equity method investees—net for the fiscal year ended March 31, 2025 increased by ¥20.5 billion, compared to the fiscal year ended March 31, 2024, to ¥46.7 billion. Consolidated net business profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥138.4 billion, compared to the fiscal year ended March 31, 2024, to ¥1,144.2 billion.
| Mizuho Financial Group (Consolidated) | ||||||||||||||||||||||||||||
| Fiscal year ended March 31, 2024(1) : | RBC | CIBC | GCIBC | GMC | AMC | Others(6) | Total | |||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||||||
| Gross profits + Net gains (losses) related to ETFs and others(2) |
¥ | 749.2 | ¥ | 556.3 | ¥ | 738.9 | ¥ | 443.3 | ¥ | 57.2 | ¥ | 127.1 | ¥ | 2,672.2 | ||||||||||||||
| General and administrative expenses(3) |
651.4 | 218.0 | 380.7 | 315.0 | 36.1 | 80.5 | 1,681.9 | |||||||||||||||||||||
| Equity in earnings (losses) of equity method investees—net |
6.9 | 7.6 | 23.7 | — | (13.4 | ) | 1.3 | 26.2 | ||||||||||||||||||||
| Amortization of goodwill and others |
— | 0.8 | 2.5 | — | 6.4 | 0.8 | 10.7 | |||||||||||||||||||||
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| Net business profits (losses)(4) + Net gains (losses) related to ETFs and others |
¥ | 104.7 | ¥ | 345.0 | ¥ | 379.3 | ¥ | 128.3 | ¥ | 1.1 | ¥ | 47.1 | ¥ | 1,005.8 | ||||||||||||||
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| Fixed assets(5) |
¥ | 533.8 | ¥ | 157.1 | ¥ | 197.9 | ¥ | 90.3 | ¥ | — | ¥ | 885.4 | ¥ | 1,864.6 | ||||||||||||||
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79
| Mizuho Financial Group (Consolidated) | ||||||||||||||||||||||||||||
| Fiscal year ended March 31, 2025(1) : | RBC | CIBC | GCIBC | GMC | AMC | Others(6) | Total | |||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||||||
| Gross profits + Net gains (losses) related to ETFs and others(2) |
¥ | 832.1 | ¥ | 636.7 | ¥ | 792.2 | ¥ | 499.1 | ¥ | 59.7 | ¥ | 145.6 | ¥ | 2,965.6 | ||||||||||||||
| General and administrative expenses(3) |
702.1 | 239.5 | 453.0 | 345.6 | 38.3 | 75.8 | 1,854.5 | |||||||||||||||||||||
| Equity in earnings (losses) of equity method investees—net |
10.4 | 9.6 | 25.0 | — | (3.3 | ) | 4.9 | 46.7 | ||||||||||||||||||||
| Amortization of goodwill and others |
— | 0.8 | 5.8 | — | 6.1 | 0.7 | 13.6 | |||||||||||||||||||||
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| Net business profits (losses)(4) + Net gains (losses) related to ETFs and others |
¥ | 140.4 | ¥ | 406.0 | ¥ | 358.3 | ¥ | 153.5 | ¥ | 11.8 | ¥ | 73.9 | ¥ | 1,144.2 | ||||||||||||||
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| Fixed assets(5) |
¥ | 603.7 | ¥ | 171.7 | ¥ | 224.4 | ¥ | 101.2 | ¥ | — | ¥ | 830.3 | ¥ | 1,931.4 | ||||||||||||||
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Notes:
| (1) | Income and expenses of foreign branches of Mizuho Bank and foreign subsidiaries with functional currencies other than Japanese Yen have been translated for purposes of segment reporting using the budgeted foreign currency rates. Prior period comparative amounts for such foreign currency income and expenses have been translated using current period budgeted foreign currency rates. |
| (2) | “Gross profits + Net gains (losses) related to ETFs and others” is reported instead of sales reported by general corporations. Gross profits is defined as the sum of net interest income, fiduciary income, net fee and commission income, net trading income and net other operating income. Net gains (losses) related to ETFs and others consist of net gains (losses) on ETFs held by Mizuho Bank and Mizuho Trust & Banking on their non-consolidated basis and net gains (losses) on operating investment securities of Mizuho Securities on its consolidated basis. For the fiscal years ended March 31, 2024 and 2025, net gains (losses) related to ETFs and others amounted to ¥(31.0) billion and ¥45.2 billion, respectively, of which ¥(37.0) billion and ¥37.0 billion are included in GMC, respectively. |
| (3) | “General and administrative expenses” excludes non-allocated gains (losses), net, which primarily includes personnel expenses, depreciation expenses, and occupancy expenses. When the CODM assesses segment performance and decides how to allocate resources, these expenses are regularly provided to the CODM in an aggregated form as “General and administrative expenses” and may be used, for example, to evaluate the expense ratio against segment profits and to compare them with the budgeted expense information. |
| (4) | Net business profits (losses) is used in Japan as a measure of the profitability of core banking operations, and is defined as gross profits (as defined above) less general and administrative expenses (excluding non-allocated gains (losses), net) plus equity in earnings (losses) of equity method investees—net less amortization of goodwill and others. Measurement of net business profits (losses) is required for regulatory reporting to the Financial Services Agency of Japan. |
| (5) | “Fixed assets” is presented based on Japanese GAAP and corresponds to the total amount of the following U.S. GAAP accounts: Premises and equipment-net; Goodwill; Intangible assets; and right-of-use assets related to operating leases included in Other assets. The above table does not include other asset amounts because “Fixed assets” is the only balance sheet metric that management uses when evaluating and making decisions pertaining to the operating segments. “Others” in “Fixed assets” includes assets of headquarters that have not been allocated to each segment, “Fixed assets” pertaining to consolidated subsidiaries that are not subject to allocation, consolidating adjustments, and others. Certain “Fixed assets” expenses have been allocated to each segment using reasonable allocation criteria. |
| (6) | “Others” includes the following items: |
| • | profits and expenses pertaining to consolidated subsidiaries that are not subject to allocation; |
| • | consolidating adjustments, including elimination of internal transaction between each segment; |
| • | equity in earnings (losses) of equity method investees—net that are not subject to allocation; and |
| • | profits and losses pertaining to derivative transactions that reflect the counterparty risk of the individual parties and other factors in determining fair market value. |
80
Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
RBC
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥82.9 billion, or 11.0%, compared to the fiscal year ended March 31, 2024, to ¥832.1 billion. The increase was attributable mainly to an improvement in deposit income due to the rise in JPY interest rates and an increase in non-interest income.
General and administrative expenses for the fiscal year ended March 31, 2025 increased by ¥50.7 billion, or 7.7%, compared to the fiscal year ended March 31, 2024, to ¥702.1 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥35.7 billion, or 34.1%, compared to the fiscal year ended March 31, 2024, to ¥140.4 billion.
CIBC
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥80.4 billion, or 14.4%, compared to the fiscal year ended March 31, 2024, to ¥636.7 billion. The increase was attributable mainly to increases in interest income and securities business income.
General and administrative expenses for the fiscal year ended March 31, 2025 increased by ¥21.4 billion, or 9.8%, compared to the fiscal year ended March 31, 2024, to ¥239.5 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥61.0 billion, or 17.6%, compared to the fiscal year ended March 31, 2024, to ¥406.0 billion.
GCIBC
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥53.3 billion, or 7.2%, compared to the fiscal year ended March 31, 2024, to ¥792.2 billion. The increase was attributable mainly to increases in debt capital markets-related revenue and credit-related income.
General and administrative expenses for the fiscal year ended March 31, 2025 increased by ¥72.3 billion, or 18.9%, compared to the fiscal year ended March 31, 2024, to ¥453.0 billion. The increase was attributable mainly to the cost increases in expenses necessary for various regulatory compliance and strengthening of corporate foundations and the impacts of inflation.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 decreased by ¥21.0 billion, or 5.5%, compared to the fiscal year ended March 31, 2024, to ¥358.3 billion.
GMC
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥55.7 billion, or 12.5%, compared to the fiscal year ended March 31, 2024, to ¥499.1 billion. The increase was attributable mainly to increases in profits from the sales and trading business in the domestic market and the Americas, as well as from asset liability management (ALM).
General and administrative expenses for the fiscal year ended March 31, 2025 increased by ¥30.5 billion, or 9.7%, compared to the fiscal year ended March 31, 2024, to ¥345.6 billion.
As a result, net business profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥25.1 billion, or 19.6%, compared to the fiscal year ended March 31, 2024, to ¥153.5 billion.
81
AMC
Gross profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥2.4 billion, or 4.3%, compared to the fiscal year ended March 31, 2024, to ¥59.7 billion. The increase was attributable mainly to an increase in revenue from publicly offered investment trusts.
General and administrative expenses for the fiscal year ended March 31, 2025 increased by ¥2.2 billion, or 6.2%, compared to the fiscal year ended March 31, 2024, to ¥38.3 billion.
As a result of the foregoing and a decrease in equity in losses of equity method investees—net by ¥10.1 billion, compared to the fiscal year ended March 31, 2024, net business profits + net gains related to ETFs and others for the fiscal year ended March 31, 2025 increased by ¥10.7 billion, or 907.1%, compared to the fiscal year ended March 31, 2024, to ¥11.8 billion.
Geographical Segment Analysis
The following discussion relates to our geographical segment analysis for the fiscal years ended March 31, 2024 and 2025. For the discussion on our geographical segment analysis for the fiscal year ended March 31, 2023, including certain comparative discussion on our operating results for the fiscal years ended March 31, 2023 and 2024, please refer to “Item 5. Operating and Financial Review and Prospects—Geographical Segment Analysis” in our annual report on Form 20-F for the fiscal year ended March 31, 2024, filed with the SEC on June 26, 2024.
The following table presents consolidated income statement and total assets information by major geographic area. Foreign activities are defined as business transactions that involve customers residing outside of Japan. However, as our operations are highly integrated globally, we have made estimates and assumptions for the allocation of assets, liabilities, income and expenses among the geographic areas.
| Americas | Asia/Oceania excluding Japan, and others |
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| Japan | United States |
Others | Europe | Total | ||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||
| Fiscal year ended March 31, 2024: |
||||||||||||||||||||||||
| Total revenue(1) |
¥ | 2,827 | ¥ | 3,584 | ¥ | 198 | ¥ | 804 | ¥ | 1,097 | ¥ | 8,511 | ||||||||||||
| Total expenses(2) |
2,172 | 2,979 | 192 | 817 | 728 | 6,888 | ||||||||||||||||||
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| Income (loss) before income tax expense |
655 | 606 | 7 | (13 | ) | 369 | 1,623 | |||||||||||||||||
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| Net income (loss) |
¥ | 449 | ¥ | 491 | ¥ | (2 | ) | ¥ | (50 | ) | ¥ | 309 | ¥ | 1,198 | ||||||||||
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| Total assets at end of fiscal year |
¥ | 170,064 | ¥ | 57,036 | ¥ | 4,483 | ¥ | 19,142 | ¥ | 21,448 | ¥ | 272,173 | ||||||||||||
| Fiscal year ended March 31, 2025: |
||||||||||||||||||||||||
| Total revenue(1) |
¥ | 2,151 | ¥ | 3,725 | ¥ | 247 | ¥ | 841 | ¥ | 1,207 | ¥ | 8,170 | ||||||||||||
| Total expenses(2) |
2,681 | 2,702 | 297 | 902 | 828 | 7,411 | ||||||||||||||||||
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| Income (loss) before income tax expense (benefit) |
(530 | ) | 1,023 | (50 | ) | (62 | ) | 378 | 759 | |||||||||||||||
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| Net income (loss) |
¥ | (521 | ) | ¥ | 926 | ¥ | (59 | ) | ¥ | (91 | ) | ¥ | 305 | ¥ | 560 | |||||||||
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| Total assets at end of fiscal year |
¥ | 171,684 | ¥ | 58,654 | ¥ | 3,990 | ¥ | 19,835 | ¥ | 22,578 | ¥ | 276,741 | ||||||||||||
Notes:
| (1) | Total revenue includes interest and dividend income and noninterest income. |
| (2) | Total expenses include interest expense, provision (credit) for credit losses and noninterest expenses. |
82
Fiscal Year Ended March 31, 2025 Compared to Fiscal Year Ended March 31, 2024
In the fiscal year ended March 31, 2025, we recorded a net loss in Japan, the Americas excluding the United States, and Europe. Among the geographical regions in which we recorded net income, 75.2% of our net income was derived from the United States and 24.8% from Asia/Oceania excluding Japan, and others. At March 31, 2025, 62.0% of total assets were allocated to Japan, 21.2% to the United States, 1.4% to the Americas excluding the United States, 7.2% to Europe and 8.2% to Asia/Oceania excluding Japan, and others.
In Japan, total revenue decreased by ¥676 billion from the previous fiscal year due primarily to a change from investment gains related to equity securities to investment losses related to equity securities. The change from investment gains related to equity securities to investment losses related to equity securities was due mainly to a decrease in gains related to changes in the fair value of Japanese equity securities in the fiscal year ended March 31, 2025, which mostly reflected the relative weakness in market conditions. Total expenses increased by ¥509 billion from the previous fiscal year due mainly to an increase in expenses on payables under repurchase agreements and securities lending transactions. In addition, we recorded an income tax benefit of ¥8 billion in Japan in the fiscal year ended March 31, 2025 compared to an income tax expense of ¥206 billion in the previous fiscal year. As a result, we recorded net loss of ¥521 billion in Japan in the fiscal year ended March 31, 2025 compared to net income of ¥449 billion in the previous fiscal year. Total assets in Japan increased by ¥1,620 billion due primarily to increases in receivables under resale agreements and trading account assets, offset in part by a decrease in investments.
In the United States, total revenue increased by ¥140 billion from the previous fiscal year due primarily to increases in interest income from investments and trading account assets, offset in part by a decrease in interest income from interest-bearing deposits. The increase in interest income from investments was due mainly to an increase in the average yield. The increase in interest income from trading account assets was due mainly to an increase in the average balance of trading account assets. The decrease in interest income from interest-bearing deposits was due mainly to a decrease in the average balance of interest-bearing deposits. Total expenses decreased by ¥277 billion due mainly to a decrease in expenses on payables under repurchase agreements and securities lending transactions. As a result, net income in the United States increased by ¥435 billion. Total assets in the United States increased by ¥1,618 billion due primarily to an increase in receivables under resale agreements.
In the Americas excluding the United States, total revenue increased by ¥48 billion from the previous fiscal year due primarily to an increase in trading account gains—net, offset in part by a change from foreign exchange gains—net to foreign exchange losses—net. Total expenses increased by ¥105 billion due mainly to increases in expenses on other short-term borrowings and deposits. As a result, net loss in the Americas excluding the United States increased by ¥57 billion. Total assets in the Americas excluding the United States decreased by ¥493 billion due primarily to a decrease in trading account assets.
In Europe, total revenue increased by ¥37 billion from the previous fiscal year due primarily to an increase in interest income from receivables under resale agreements and securities borrowing transactions. Total expenses increased by ¥85 billion due mainly to an increase in expenses on payables under repurchase agreements and securities lending transactions, and an increase in other noninterest expenses. As a result, net loss in Europe increased by ¥41 billion. Total assets in Europe increased by ¥693 billion due primarily to an increase in receivables under resale agreements.
In Asia/Oceania excluding Japan, and others, total revenue increased by ¥109 billion from the previous fiscal year due primarily to increases in foreign exchange gains—net and interest income from trading account assets. Total expenses increased by ¥100 billion due mainly to increases in expenses on trading account liabilities, deposits and payables under repurchase agreements and securities lending transactions. In addition, income tax expense increased by ¥14 billion from the previous fiscal year to ¥73 billion in the fiscal year ended March 31, 2025. As a result, net income in Asia/Oceania excluding Japan, and others decreased by ¥4 billion. Total assets in Asia/Oceania excluding Japan, and others increased by ¥1,129 billion due primarily to an increase in receivables under resale agreements.
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Financial Condition
Assets
Our assets as of March 31, 2024 and 2025 were as follows:
| As of March 31, | Increase (decrease) |
|||||||||||
| 2024 | 2025 | |||||||||||
| (in billions of yen) | ||||||||||||
| Cash and due from banks |
¥ | 2,046 | ¥ | 2,292 | ¥ | 246 | ||||||
| Interest-bearing deposits in other banks |
72,067 | 71,144 | (923 | ) | ||||||||
| Call loans and funds sold |
1,392 | 776 | (616 | ) | ||||||||
| Receivables under resale agreements |
20,535 | 28,109 | 7,574 | |||||||||
| Receivables under securities borrowing transactions |
2,352 | 2,078 | (274 | ) | ||||||||
| Trading account assets |
36,760 | 37,598 | 838 | |||||||||
| Investments |
27,798 | 24,764 | (3,035 | ) | ||||||||
| Loans |
98,445 | 99,257 | 813 | |||||||||
| Allowance for credit losses on loans |
(750 | ) | (816 | ) | (66 | ) | ||||||
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|
|||||||
| Loans, net of allowance |
97,695 | 98,441 | 746 | |||||||||
| Premises and equipment—net |
1,714 | 1,814 | 99 | |||||||||
| Due from customers on acceptances |
438 | 274 | (164 | ) | ||||||||
| Accrued income |
692 | 673 | (19 | ) | ||||||||
| Goodwill |
164 | 164 | (1 | ) | ||||||||
| Intangible assets |
45 | 35 | (10 | ) | ||||||||
| Deferred tax assets |
196 | 345 | 150 | |||||||||
| Other assets |
8,280 | 8,234 | (46 | ) | ||||||||
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|
|||||||
| Total assets |
¥ | 272,173 | ¥ | 276,741 | ¥ | 4,568 | ||||||
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Total assets increased by ¥4,568 billion from March 31, 2024 to ¥276,741 billion as of March 31, 2025. The increase was due mainly to an increase of ¥7,574 billion in receivables under resale agreements, offset in part by a decrease of ¥3,035 billion in investments.
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Loans
Loans outstanding
The following table shows our loans outstanding as of March 31, 2024 and 2025:
| As of March 31, | Increase (decrease) |
|||||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||||||
| (in billions of yen, except percentages) | ||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||
| Corporate: |
||||||||||||||||||||||||
| Large companies |
¥ | 45,921 | 46.6 | % | ¥ | 45,879 | 46.2 | % | ¥ | (42 | ) | (0.4 | )% | |||||||||||
| Small and medium-sized companies |
2,436 | 2.5 | 2,746 | 2.8 | 310 | 0.3 | ||||||||||||||||||
| Retail: |
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| Housing loan |
7,170 | 7.3 | 6,822 | 6.9 | (348 | ) | (0.4 | ) | ||||||||||||||||
| Others |
1,403 | 1.4 | 1,275 | 1.3 | (128 | ) | (0.1 | ) | ||||||||||||||||
| Sovereign |
2,447 | 2.5 | 3,693 | 3.7 | 1,246 | 1.2 | ||||||||||||||||||
| Banks and other financial institutions |
1,231 | 1.3 | 867 | 0.9 | (364 | ) | (0.4 | ) | ||||||||||||||||
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|
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| Total domestic |
60,608 | 61.6 | 61,282 | 61.7 | 674 | 0.1 | ||||||||||||||||||
| Foreign: |
||||||||||||||||||||||||
| Corporate(1) |
33,905 | 34.4 | 33,934 | 34.2 | 28 | (0.2 | ) | |||||||||||||||||
| Retail |
10 | 0.0 | 10 | 0.0 | — | 0.0 | ||||||||||||||||||
| Sovereign |
687 | 0.7 | 781 | 0.8 | 94 | 0.1 | ||||||||||||||||||
| Banks and other financial institutions |
3,235 | 3.3 | 3,251 | 3.3 | 16 | 0.0 | ||||||||||||||||||
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| Total foreign |
37,837 | 38.4 | 37,975 | 38.3 | 139 | (0.1 | ) | |||||||||||||||||
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| Total loans before allowance for credit losses on loans |
¥ | 98,445 | 100.0 | % | ¥ | 99,257 | 100.0 | % | ¥ | 813 | — | |||||||||||||
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Note:
| (1) | Corporate of foreign included ¥176 billion and ¥166 billion of lease receivables that were receivables arising from direct financing leasing as of March 31, 2024 and 2025, respectively. |
Loans are generally carried at the principal amount adjusted for unearned income and deferred net nonrefundable loan fees and costs. The total amounts of unearned income and deferred net nonrefundable loan fees and costs were ¥268 billion and ¥284 billion as of March 31, 2024 and 2025, respectively.
Total loans before allowance for credit losses on loans increased by ¥813 billion from March 31, 2024 to ¥99,257 billion as of March 31, 2025. Loans to domestic borrowers increased by ¥674 billion to ¥61,282 billion due mainly to an increase in loans to sovereign borrowers.
Loans to foreign borrowers increased by ¥139 billion from March 31, 2024 to ¥37,975 billion as of March 31, 2025 due mainly to an increase in loans to sovereign borrowers.
Within our loan portfolio, the proportion of loans to domestic borrowers against total loans increased from 61.6% to 61.7%, while that of loans to foreign borrowers against total loans decreased from 38.4% to 38.3%. Loans to foreign borrowers were regionally diversified.
Nonaccrual Loans
General
In accordance with our group’s credit risk management policies, we use an internal rating system that consists of credit ratings for the corporate portfolio segment and pool allocations for the retail portfolio segment
85
as the basis of our risk management infrastructure. Credit ratings consist of obligor ratings which represent the level of credit risk of the obligor, and transaction ratings which represent the ultimate possibility of losses expected on individual loans by taking into consideration various factors such as collateral or guarantees involved. In principle, obligor ratings are applied to all obligors except those to which pool allocations are applied, and are subject to regular review at least once a year as well as special review which is required whenever the obligor’s credit standing changes. Pool allocations are applied to small loans that are less than a specified amount by pooling customers and loans with similar risk characteristics, and the risk is assessed mainly based on past due status and managed according to such pools. We generally review the appropriateness and effectiveness of the approach to obligor ratings and pool allocations once a year in accordance with predetermined policies and procedures.
We do not record expected credit losses for accrued interest receivables because uncollectible accrued interest is reversed through interest income in a timely manner in line with our nonaccrual and past due policies for loans. The amount of accrued interest receivables was ¥260 billion and ¥239 billion at March 31, 2024 and 2025, respectively, and included in accrued income.
The table below presents our definition of obligor ratings used by Mizuho Bank and Mizuho Trust & Banking:
| Obligor category(1)(2) |
Obligor rating |
Definition | ||
| Normal |
A | Obligors whose certainty of debt fulfillment is very high, hence their level of credit risk is very low. | ||
| B | Obligors whose certainty of debt fulfillment poses no problems for the foreseeable future, and their level of credit risk is low. | |||
| C | Obligors whose certainty of debt fulfillment and their level of credit risk pose no problems for the foreseeable future. | |||
| D | Obligors whose current certainty of debt fulfillment poses no problems, however, their resistance to future economic environmental changes is low. | |||
| Watch |
E1 | Obligors that require observation going forward because of either minor concerns regarding their financial position, or their somewhat weak or unstable business conditions. | ||
| E2 | Obligors that require special observation going forward because of problems with their borrowings such as reduced or suspended interest payments, problems with debt fulfillment such as failure to make principal or interest payments, or problems with their financial position as a result of their weak or unstable business conditions. | |||
| Intensive control |
F | Obligors that are not yet bankrupt but are in financial difficulties and are deemed likely to become bankrupt in the future because of insufficient progress in implementing their management improvement plans or other measures (including obligors that are receiving ongoing support from financial institutions). | ||
| Substantially bankrupt | G | Obligors that have not yet become legally or formally bankrupt but are substantially insolvent because they are in serious financial difficulties and are deemed to be incapable of being restructured. | ||
| Bankrupt |
H | Obligors that have become legally or formally bankrupt. |
Notes:
| (1) | Special attention obligors are watch obligors with modified debt or 90 days or more delinquent debt. Loans to such obligors are considered nonaccrual. |
| (2) | We classify loans to special attention, intensive control, substantially bankrupt and bankrupt obligors as nonaccrual loans. |
86
We consider loans to be nonaccrual when it is probable that we will be unable to collect all the scheduled payments of principal and interest when due according to the contractual terms of the loans. We classify loans to special attention, intensive control, substantially bankrupt and bankrupt obligors as nonaccrual loans. We do not have any loans to borrowers that cause management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms for the periods presented other than those already designated as nonaccrual loans. See “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Credit Risk Management” for descriptions of our self-assessment procedures and our internal credit rating system.
Our credit management activities consist of activities such as efforts to provide management consultation to support borrowers’ business initiatives, to increase the quantity and enhance the quality of loan collateral, and to adjust loan balances to an appropriate level, when the borrower’s credit quality is showing a decline. These activities can lead to improvements in obligor classifications through improvements in the business and financial condition of borrowers and, as a result, a reduction in allowance for credit losses on loans.
We attempt to remove nonaccrual loans from our balance sheet within three years from the time when they are categorized through methods such as collection, charge-offs, disposal and improving the borrowers’ credit rating through restructuring efforts.
Loan modifications
Restructuring efforts are made through our various business revitalization support measures conducted based on requests from borrowers that are in a weakened state that require some form of support. When confronted with the decision of whether to agree to business revitalization support, which includes forgiveness of debt (including debt to equity swaps), reductions in stated interest rates to below market levels and postponement of payment of principal and/or interest (other than insignificant extensions), we carefully consider whether it is beneficial to our shareholders and depositors based on various factors such as whether (i) a legal reorganization process would significantly damage the obligor’s business value such that there is a fear that the obligor will not be able to restructure its business, (ii) the restructuring plan is appropriate and is economically rational from the viewpoint of minimizing Mizuho’s losses compared to other processes, (iii) both the management and shareholders of the obligor will clearly bear responsibility, and (iv) the allocation of losses among creditors is rational and highly justifiable. The triggers and factors that we review to identify restructured loans are modifications imposed by law or a court of law and alterations based on agreement with the borrower such as the reduction of the stated interest rate and forgiveness of debt (including debt to equity swaps), and we consider restructured loans, with respect to which concessions that it would not otherwise consider were granted to borrowers experiencing financial difficulty. We consider the relevant obligor to be in financial difficulty when its rating based on our internal rating system is E2 or below. The types of concessions that we would not otherwise consider include the various forms of business revitalization support described above. In general, modified loans to borrowers experiencing financial difficulty will return to accrual loans when we determine that the borrower poses no problems regarding current certainty of debt fulfillment, i.e., the borrower qualifies for a rating of D or above based on our internal rating system.
We determine whether restructured loans other than modified loans to borrowers experiencing financial difficulty are nonaccrual loans based on the application of our internal rating system as we do generally with respect to all obligors. We determine whether restructured loans are past due or current by comparing the obligors’ payments with the modified contract terms. The effect of the restructuring on the obligors is considered in developing the allowance based on the restructuring’s effect on the estimation of future cash flows of such loans. See note 4 to our consolidated financial statements included elsewhere in this annual report for further information on loan modifications.
87
While we maintain basic guidelines covering restructured loans, we do not have any standardized modification programs. Instead, we apply various modifications as appropriate for the specific circumstances of the obligor in question. We do not have a policy that specifically limits the number of modifications that can be performed for a specific loan.
Balance of nonaccrual loans
The following table shows our nonaccrual loans as of March 31, 2024 and 2025:
| As of March 31, | ||||||||||||||||||||||||
| 2024 | 2025 | Increase (decrease) | ||||||||||||||||||||||
| Nonaccrual loans |
Ratio to total loans |
Nonaccrual loans |
Ratio to total loans |
Nonaccrual loans |
Ratio to total loans |
|||||||||||||||||||
| (in billions of yen, except percentages) | ||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||
| Corporate: |
||||||||||||||||||||||||
| Large companies |
¥ | 967 | 2.1 | % | ¥ | 800 | 1.7 | % | ¥ | (168 | ) | (0.4 | )% | |||||||||||
| Small and medium-sized companies |
97 | 4.0 | 92 | 3.4 | (5 | ) | (0.6 | ) | ||||||||||||||||
| Retail: |
||||||||||||||||||||||||
| Housing loan |
35 | 0.5 | 30 | 0.4 | (4 | ) | (0.1 | ) | ||||||||||||||||
| Others |
49 | 3.5 | 43 | 3.4 | (6 | ) | (0.1 | ) | ||||||||||||||||
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| Total domestic |
1,149 | 1.9 | 965 | 1.6 | (183 | ) | (0.3 | ) | ||||||||||||||||
| Foreign |
127 | 0.3 | 96 | 0.3 | (31 | ) | 0.0 | |||||||||||||||||
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| Total nonaccrual loans |
¥ | 1,276 | 1.3 | ¥ | 1,062 | 1.1 | ¥ | (214 | ) | (0.2 | ) | |||||||||||||
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Total nonaccrual loans decreased by ¥214 billion, or 16.8%, from March 31, 2024 to ¥1,062 billion as of March 31, 2025. Nonaccrual loans to domestic borrowers decreased by ¥183 billion due mainly to a decrease in nonaccrual loans to large companies. Nonaccrual loans to foreign borrowers decreased by ¥31 billion. The relative impact of foreign currency fluctuations on such amount was immaterial.
Reflecting the aforementioned change, the percentage of nonaccrual loans within total loans decreased from 1.3% as of March 31, 2024 to 1.1% as of March 31, 2025. The percentage of nonaccrual loans net of allowance for credit losses on loans to total loans net of allowance for credit losses on loans decreased from 0.54% as of March 31, 2024 to 0.25% as of March 31, 2025 due to a decrease in nonaccrual loans net of allowance for credit losses on loans and an increase in total loans net of allowance for credit losses on loans.
Allowance for Credit Losses on Loans
Calculation of allowance for credit losses on loans
Each reporting period, we make adjustments to the allowance for credit losses on loans through provision (credit) for credit losses in the consolidated statements of income. Loan principal that management judges to be uncollectible, based on detailed loan reviews and a credit quality assessment, is charged off against the allowance for credit losses on loans. In general, we charge off loans when we determine that the obligor should be classified as substantially bankrupt or bankrupt. See the table above in “—Nonaccrual Loans—General.” for the definitions of obligor categories. Obligors in the retail portfolio segment are generally determined to be substantially bankrupt when they are past due for more than six months, and as for obligors in the corporate portfolio segment, we separately monitor the credit quality of each obligor without using time-based triggers.
88
We maintain an appropriate allowance for credit losses on loans to represent management’s estimate of the expected credit losses in our loan portfolio. Management evaluates the appropriateness of the allowance for credit losses on loans semi-annually. The allowance considers expected credit losses over the remaining expected lives of the applicable instruments. The expected life of each instrument is determined by considering expected prepayments, contractual terms and cancellation features. The allowance for credit losses involves significant judgments on a number of matters including expectations of future economic conditions, assignment of obligor ratings, valuation of collateral, the timing and amount of future cash flows, and the development of qualitative adjustments.
When determining expected credit losses, a single forward-looking macroeconomic scenario is considered over a reasonable and supportable forecast period. This forward-looking macroeconomic scenario is in line with the scenario used for our business plan. If the scenarios are not reflective of management’s expectations, adjustments may be made to the scenario. After the forecast period, we revert to long-term historical loss experience with a certain graduated transition period, to estimate losses over the remaining lives of financial assets measured at amortized cost and certain off-balance-sheet instruments. The macroeconomic scenario is updated semi-annually in principle and is reviewed to reflect current economic conditions and our expectation of future conditions on a timely basis. For March 31, 2024 and 2025, we used the most recent macroeconomic scenario available during our credit loss estimation process.
In terms of the internal risk ratings, for the corporate portfolio segment, the credit quality review process and the credit rating process serve as the basis for determining the allowance for credit losses on loans. Through such processes loans are categorized into groups to reflect the probability of default, whereby our management assesses the ability of borrowers to service their debt, taking into consideration current financial information, ability to generate cash, historical payment experience, analysis of relevant industry segments and current trends. For the retail portfolio segment, the different categories of past due status of loans are primarily utilized in the credit quality review and the credit rating processes as the basis for determining the allowance for credit losses on loans.
In general, we estimate expected credit losses collectively on the loans in the case of normal and watch obligors, considering the risk associated with a particular pool and the probability that the exposures within the pool will deteriorate or default. The allowance for credit losses on nonaccrual loans generally includes the allowance for those loans that were individually evaluated for expected credit losses. See note 4 to our consolidated financial statements included elsewhere in this annual report for the definitions of obligor categories and classification of nonaccrual loans.
The estimation of expected credit losses that are evaluated collectively begins with a quantitative calculation that considers the likelihood of the borrower changing delinquency status or moving from one obligor category or rating to another. The quantitative calculation covers expected credit losses over an instrument’s expected life and is estimated by applying credit loss factors to our estimated exposure at default. The credit loss factors incorporate the probability of default as well as the loss given default based on the historical loss rates. To supplement the historical loss data for overseas obligors, external credit ratings such as S&P are also used to calculate the probability of default. The model and inputs used to determine credit losses on loans that are evaluated collectively are analyzed on a periodic basis by comparing the estimated values with the actual results subsequent to the balance sheet date.
We divide our overall portfolio into domestic and foreign portfolios, and categorize the domestic portfolio into four portfolio segments according to their risk profiles: corporate, retail, sovereign, and banks and financial institutions.
The corporate portfolio segment consists of loans originated primarily by Mizuho Bank and Mizuho Trust & Banking, and includes mainly business loans such as those used for working capital and capital expenditure, as well as loans for which the primary source of repayment of the obligation is income generated by the relevant assets such as project finance, asset finance and real estate finance. The corporate portfolio segment is divided
89
into two classes based on their risk characteristics: large companies, and small and medium-sized companies. For the corporate portfolio segment, we consider key economic factors such as gross domestic products for Japan and each relevant foreign location, where the portfolio is significant, and the interest rates in Japan when estimating the credit loss.
The retail portfolio segment consists mainly of residential mortgage loans originated by Mizuho Bank, and it is divided into two classes based on their risk characteristics: housing loan and others. For the retail portfolio segment, the Japanese unemployment rate is applied as a key factor. As it pertains to modified loans to borrowers experiencing financial difficulty in the retail portfolio segment, the restructuring itself, as well as subsequent payment defaults, if any, are considered in determining obligor categories. Expected credit loss estimates also include consideration of expected cash recoveries on loans previously charged-off, or expected recoveries on collateral dependent loans where recovery is expected through sale of the collateral.
The allowance recorded for individually evaluated loans is based on (1) the present value of expected future cash flows, calculated using the discounted cash flow (DCF) method, which considers the restructuring effect and subsequent payment default with respect to modified loans to borrowers experiencing financial difficulty, discounted at the loan’s post-modification contractual effective interest rate, (2) the loan’s observable market price, or (3) the fair value of the collateral if the loan is collateral dependent. The collateral that we obtain for loans consists primarily of real estate. In obtaining the collateral, we evaluate the fair value of the collateral and its legal enforceability. We also perform subsequent re-evaluations at least once a year. As it pertains to real estate collateral, valuation is generally performed by an appraising subsidiary which is independent from our loan origination departments by using generally accepted valuation techniques such as (1) the replacement cost approach, (2) the sales comparison approach or (3) the income approach. In the case of large real estate collateral, we generally engage third-party appraisers to perform the valuation.
Our methodology for determining the appropriate allowance for credit losses on loans also considers the imprecision inherent in the methodologies used. As a result, the amounts determined under the methodologies described above could be adjusted by management to consider the potential impact of other qualitative factors which include, but are not limited to, imprecision in macroeconomic scenario assumptions and emerging risks such as trade policies and their ripple effect on specific portfolio segments. Considering internal and external factors affecting the credit quality of the portfolio, we incorporated the estimated impact of the evolving tariff policies on the automotive supply chain, the interest rate hike on domestic obligors, and other factors contributing to economic uncertainty into the macroeconomic scenario. The macroeconomic scenario was revised to reflect updated key assumptions including the forecasted business outlook for specific portfolio segments, and the current forecast for the growth rate of gross domestic product.
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Balance of allowance for credit losses on loans
The following table summarizes changes in our allowance for credit losses on loans in the fiscal years ended March 31, 2024 and 2025:
| Domestic | ||||||||||||||||||||||||
| Corporate | Retail | Sovereign | Banks and other financial institutions |
Foreign(2) | Total | |||||||||||||||||||
| (in millions of yen) | ||||||||||||||||||||||||
| Fiscal year ended March 31, 2024 |
||||||||||||||||||||||||
| Balance at beginning of fiscal year |
¥ | 506 | ¥ | 64 | ¥ | — | ¥ | 1 | ¥ | 131 | ¥ | 701 | ||||||||||||
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| Provision (credit) for credit losses on loans |
84 | (4 | ) | — | (1 | ) | (26 | ) | 53 | |||||||||||||||
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| Charge-offs |
(32 | ) | (5 | ) | — | — | (10 | ) | (46 | ) | ||||||||||||||
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| Recoveries |
6 | 1 | — | — | 5 | 12 | ||||||||||||||||||
| Net charge-offs |
(26 | ) | (4 | ) | — | — | (5 | ) | (34 | ) | ||||||||||||||
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| Others(1) |
— | — | — | — | 31 | 31 | ||||||||||||||||||
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| Balance at end of fiscal year |
¥ | 564 | ¥ | 56 | ¥ | — | ¥ | — | ¥ | 130 | ¥ | 750 | ||||||||||||
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| Fiscal year ended March 31, 2025 |
||||||||||||||||||||||||
| Balance at beginning of fiscal year |
¥ | 564 | ¥ | 56 | ¥ | — | ¥ | — | ¥ | 130 | ¥ | 750 | ||||||||||||
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| Provision (credit) for credit losses on loans |
84 | (1 | ) | — | — | 12 | 96 | |||||||||||||||||
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| Charge-offs |
(19 | ) | (6 | ) | — | — | (24 | ) | (48 | ) | ||||||||||||||
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| Recoveries |
10 | 1 | — | — | 10 | 20 | ||||||||||||||||||
| Net charge-offs |
(9 | ) | (5 | ) | — | — | (14 | ) | (28 | ) | ||||||||||||||
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| Others(1) |
— | — | — | — | (2 | ) | (2 | ) | ||||||||||||||||
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| Balance at end of fiscal year |
¥ | 639 | ¥ | 50 | ¥ | — | ¥ | — | ¥ | 127 | ¥ | 816 | ||||||||||||
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Notes:
| (1) | Others includes primarily foreign exchange translation. |
| (2) | The majority of total foreign consist of corporate. |
Allowance for credit losses on loans increased by ¥66 billion, or 8.8%, from March 31, 2024 to ¥816 billion as of March 31, 2025 due mainly to provision for credit losses on loans to domestic corporate borrowers. As a result, the percentage of allowance for credit losses on loans against total loans increased by 0.06 percentage points to 0.82%.
Provision for credit losses on loans increased by ¥43 billion from the fiscal year ended March 31, 2024 to ¥96 billion for the fiscal year ended March 31, 2025. The increase was due mainly to a change from credit for credit losses on loans to provision for credit losses on loans to foreign borrowers.
Charge-offs increased by ¥2 billion from the fiscal year ended March 31, 2024 to ¥48 billion for the fiscal year ended March 31, 2025.
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Investments
The majority of our investments are available-for-sale and held-to-maturity securities, which as of March 31, 2024 and 2025 were as follows:
| As of March 31, | Increase (decrease) | |||||||||||||||||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||||||||||||||||||
| Amortized cost |
Fair value |
Net unrealized gains (losses) |
Amortized cost |
Fair value |
Net unrealized gains (losses) |
Amortized cost |
Fair value |
Net unrealized gains (losses) |
||||||||||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||||||||||||||
| Available-for-sale securities: |
||||||||||||||||||||||||||||||||||||
| Debt securities: |
||||||||||||||||||||||||||||||||||||
| Japanese government bonds |
¥ | 10,968 | ¥ | 10,974 | ¥ | 6 | ¥ | 8,379 | ¥ | 8,362 | ¥ | (16 | ) | ¥ | (2,590 | ) | ¥ | (2,612 | ) | ¥ | (22 | ) | ||||||||||||||
| Other than Japanese government bonds |
6,744 | 6,739 | (5 | ) | 6,736 | 6,696 | (40 | ) | (8 | ) | (43 | ) | (35 | ) | ||||||||||||||||||||||
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| Total |
¥ | 17,712 | ¥ | 17,713 | ¥ | 1 | ¥ | 15,115 | ¥ | 15,059 | ¥ | (56 | ) | ¥ | (2,597 | ) | ¥ | (2,655 | ) | ¥ | (57 | ) | ||||||||||||||
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| Held-to-maturity securities: |
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| Debt securities: |
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| Japanese government bonds |
¥ | 519 | ¥ | 512 | ¥ | (7 | ) | ¥ | 419 | ¥ | 400 | ¥ | (20 | ) | ¥ | (100 | ) | ¥ | (112 | ) | ¥ | (12 | ) | |||||||||||||
| Agency mortgage-backed securities |
3,528 | 3,351 | (177 | ) | 3,766 | 3,628 | (139 | ) | 238 | 277 | 38 | |||||||||||||||||||||||||
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| Total |
¥ | 4,048 | ¥ | 3,863 | ¥ | (185 | ) | ¥ | 4,186 | ¥ | 4,027 | ¥ | (158 | ) | ¥ | 138 | ¥ | 164 | ¥ | 26 | ||||||||||||||||
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Available-for-sale securities measured at fair value decreased by ¥2,655 billion from March 31, 2024 to ¥15,059 billion as of March 31, 2025. The decrease was due primarily to our sales, and redemptions by the Japanese government, of Japanese government bonds, offset in part by our purchases of Japanese government bonds. Held-to-maturity securities measured at amortized cost increased by ¥138 billion from March 31, 2024 to ¥4,186 billion as of March 31, 2025. See note 3 to our consolidated financial statements included elsewhere in this annual report for details of other investments included within investments.
The amount of our funding through deposits significantly exceeds our total loans. As a result, we allocate a significant portion of such excess among investments in debt securities, including Japanese government bonds, and investments in equity securities consisting mainly of common stock of Japanese listed company customers. We will continue our efforts to dispose of cross-shareholdings in order to decrease the potential impact on our financial position due to fluctuations in stock prices, and to be able to fully perform financial intermediary functions even under periods of stress.
Fluctuations in long-term interest rates lead to changes in the fair value of our portfolio of debt securities, a majority of which consists of Japanese government bonds. As of March 31, 2025, we had a total of ¥15,059 billion of available-for-sale securities measured at fair value within our investments, of which ¥8,362 billion were Japanese government bonds. We had ¥17,713 billion and ¥15,059 billion of available-for-sale securities measured at fair value as of March 31, 2024 and 2025, respectively, and net unrealized gains of ¥1 billion and net unrealized losses of ¥56 billion were reflected in accumulated other comprehensive income, net of tax, as of such dates, respectively. As the negative interest rate policy of the Bank of Japan that started in February 2016 ended in March 2024 and interest rates have been raised gradually since then and the resulting fluctuations in interest rates may have a substantial impact on the value of our Japanese government bonds portfolio, in order to prepare for the risk of sudden and significant future interest rate change, we continue to manage our Japanese government bonds portfolio conservatively by managing the average remaining period of our portfolio and strengthening risk management, including through the use of internal stress tests. Based on aggregated non-consolidated figures of our principal banking subsidiaries on a managerial accounting basis under Japanese GAAP after taking into account hedging activities, the average remaining period of our Japanese government bond portfolio included in available-for-sale securities within our investments and
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excluding held-to-maturity securities as of March 31, 2025 was approximately 1.0 years compared to 0.3 years as of March 31, 2024.
Risk management related to our securities portfolio continues to be a key focus in light of the increase in instability and uncertainty in the global economy in recent years.
Liabilities
The following table shows our liabilities as of March 31, 2024 and 2025:
| As of March 31, | Increase (decrease) |
|||||||||||
| 2024 | 2025 | |||||||||||
| (in billions of yen) | ||||||||||||
| Deposits |
¥ | 172,362 | ¥ | 173,791 | ¥ | 1,429 | ||||||
| Due to trust accounts |
246 | 303 | 58 | |||||||||
| Call money and funds purchased |
1,661 | 2,745 | 1,084 | |||||||||
| Payables under repurchase agreements |
38,105 | 38,395 | 290 | |||||||||
| Payables under securities lending transactions |
1,350 | 1,675 | 324 | |||||||||
| Other short-term borrowings |
3,645 | 5,537 | 1,892 | |||||||||
| Trading account liabilities |
20,621 | 21,208 | 587 | |||||||||
| Bank acceptances outstanding |
438 | 274 | (164 | ) | ||||||||
| Income taxes payable |
88 | 133 | 45 | |||||||||
| Deferred tax liabilities |
32 | 37 | 5 | |||||||||
| Accrued expenses |
649 | 571 | (78 | ) | ||||||||
| Long-term debt |
16,277 | 14,914 | (1,363 | ) | ||||||||
| Other liabilities |
6,269 | 6,608 | 339 | |||||||||
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| Total liabilities |
¥ | 261,742 | ¥ | 266,191 | ¥ | 4,449 | ||||||
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Total liabilities increased by ¥4,449 billion from March 31, 2024 to ¥266,191 billion as of March 31, 2025. The increase was due primarily to increases of ¥3,649 billion in short-term borrowings and ¥1,429 billion in deposits, offset in part by a decrease of ¥1,363 billion in long-term debt. We analyze short-term borrowings, consisting of due to trust accounts, call money and funds purchased, payables under repurchase agreements, payables under securities lending transactions and other short-term borrowings, on a combined basis.
Deposits
The following table shows a breakdown of our deposits as of March 31, 2024 and 2025:
| As of March 31, | Increase (decrease) |
|||||||||||
| 2024 | 2025 | |||||||||||
| (in billions of yen) | ||||||||||||
| Domestic: |
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| Noninterest-bearing deposits |
¥ | 33,555 | ¥ | 31,705 | ¥ | (1,850 | ) | |||||
| Interest-bearing deposits |
95,039 | 95,655 | 615 | |||||||||
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| Total domestic deposits |
128,594 | 127,360 | (1,234 | ) | ||||||||
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| Foreign: |
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| Noninterest-bearing deposits |
3,360 | 2,643 | (717 | ) | ||||||||
| Interest-bearing deposits |
40,408 | 43,788 | 3,380 | |||||||||
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| Total foreign deposits |
43,768 | 46,431 | 2,663 | |||||||||
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| Total deposits |
¥ | 172,362 | ¥ | 173,791 | ¥ | 1,429 | ||||||
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Total deposits increased by ¥1,429 billion from March 31, 2024 to ¥173,791 billion as of March 31, 2025. Domestic deposits decreased by ¥1,234 billion from March 31, 2024 to ¥127,360 billion as of March 31, 2025. Domestic noninterest-bearing deposits decreased by ¥1,850 billion from March 31, 2024 to ¥31,705 billion as of March 31, 2025
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due mainly to a decrease in current deposits. Domestic interest-bearing deposits increased by ¥615 billion from March 31, 2024 to ¥95,655 billion as of March 31, 2025. Foreign deposits increased by ¥2,663 billion from March 31, 2024 to ¥46,431 billion as of March 31, 2025 due mainly to an increase in negotiable certificates of deposit.
Short-term Borrowings
The following table shows a breakdown of our short-term borrowings as of March 31, 2024 and 2025:
| As of March 31, | Increase (decrease) | |||||||||||||||||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||||||||||||||||||
| Domestic | Foreign | Total | Domestic | Foreign | Total | Domestic | Foreign | Total | ||||||||||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||||||||||||||
| Due to trust accounts |
¥ | 246 | ¥ | — | ¥ | 246 | ¥ | 303 | ¥ | — | ¥ | 303 | ¥ | 58 | ¥ | — | ¥ | 58 | ||||||||||||||||||
| Call money and funds purchased, and payables under repurchase agreements and securities lending transactions |
8,165 | 32,951 | 41,116 | 27,644 | 15,171 | 42,815 | 19,479 | (17,780 | ) | 1,699 | ||||||||||||||||||||||||||
| Other short-term borrowings |
2,189 | 1,456 | 3,645 | 3,072 | 2,465 | 5,537 | 883 | 1,009 | 1,892 | |||||||||||||||||||||||||||
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| Total short-term borrowings |
¥ | 10,599 | ¥ | 34,407 | ¥ | 45,007 | ¥ | 31,020 | ¥ | 17,636 | ¥ | 48,656 | ¥ | 20,420 | ¥ | (16,771 | ) | ¥ | 3,649 | |||||||||||||||||
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Total short-term borrowings increased by ¥3,649 billion from March 31, 2024 to ¥48,656 billion as of March 31, 2025. Domestic short-term borrowings increased by ¥20,420 billion due mainly to an increase in payables under repurchase agreements. Foreign short-term borrowings decreased by ¥16,771 billion due mainly to a decrease in payables under repurchase agreements.
Equity
The following table shows a breakdown of equity as of March 31, 2024 and 2025:
| As of March 31, | Increase (decrease) |
|||||||||||
| 2024 | 2025 | |||||||||||
| (in billions of yen) | ||||||||||||
| MHFG shareholders’ equity: |
||||||||||||
| Common stock |
¥ | 5,834 | ¥ | 5,799 | ¥ | (35 | ) | |||||
| Retained earnings |
3,120 | 3,344 | 223 | |||||||||
| Accumulated other comprehensive income, net of tax |
985 | 932 | (53 | ) | ||||||||
| Treasury stock, at cost |
(9 | ) | (9 | ) | — | |||||||
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| Total MHFG shareholders’ equity |
9,929 | 10,065 | 136 | |||||||||
| Noncontrolling interests |
502 | 485 | (17 | ) | ||||||||
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| Total equity |
¥ | 10,431 | ¥ | 10,550 | ¥ | 119 | ||||||
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Total equity increased by ¥119 billion from March 31, 2024 to ¥10,550 billion as of March 31, 2025 due mainly to an increase in retained earnings, offset in part by decreases in accumulated other comprehensive income, net of tax and common stock.
Retained earnings increased by ¥223 billion from March 31, 2024 to ¥3,344 billion as of March 31, 2025. The increase was due primarily to net income attributable to MHFG shareholders for the fiscal year ended March 31, 2025 of ¥593 billion, offset in part by dividend payments of ¥305 billion and a decrease of ¥65 billion as a result of the cancellation of common stock.
Accumulated other comprehensive income, net of tax, decreased by ¥53 billion from March 31, 2024 to ¥932 billion as of March 31, 2025. The decrease was due primarily to defined benefit plan adjustments of ¥77 billion.
Noncontrolling interests decreased by ¥17 billion from March 31, 2024 to ¥485 billion as of March 31, 2025.
94
Liquidity
We continuously endeavor to enhance the management of our liquidity profile to meet our customers’ loan demand and deposit withdrawals and respond to unforeseen situations such as adverse movements in stock prices, foreign currency exchange rates, interest rates and other markets or changes in general domestic or international conditions. We manage our liquidity profile through the continuous monitoring of our cash flow situation, the enforcement of upper limits on funds raised in financial markets and other means as further set forth in “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk—Liquidity Risk Management.”
Deposits, based on our broad customer base and brand recognition in Japan, have been our primary source of liquidity. Our total deposits increased by ¥1,429 billion, or 0.8%, from March 31, 2024 to ¥173,791 billion as of March 31, 2025.
Secondary sources of liquidity include short-term borrowings such as call money and funds purchased and payables under repurchase agreements. We also issue long-term debt, including both senior and subordinated debt, as additional sources for liquidity. We utilize short-term borrowings to diversify our funding sources and to manage our funding costs. We raise senior and subordinated long-term debt for the purpose of improving our total loss absorbing capacity and capital adequacy ratios, which also enhances our liquidity profile. We believe we are able to access such sources of liquidity on a stable and flexible basis based on our current credit ratings. The following table shows credit ratings assigned to us and to our principal banking subsidiaries by S&P and Moody’s as of May 31, 2025:
| As of May 31, 2025 | ||||||||||||||||
| S&P | Moody’s | |||||||||||||||
| Long-term | Short-term | Long-term | Short-term | |||||||||||||
| Mizuho Financial Group |
A- | — | A1 | P-1 | ||||||||||||
| Mizuho Bank |
A | A-1 | A1 | P-1 | ||||||||||||
| Mizuho Trust & Banking |
A | A-1 | A1 | P-1 | ||||||||||||
We source our funding in foreign currencies primarily from corporate customers, foreign governments, financial institutions and institutional investors, through short-term and long-term financing, under terms and pricing commensurate with our credit ratings above, and customer deposits. In the event of future declines in our credit quality or that of Japan in general, we expect to be able to purchase foreign currencies in sufficient amounts using the yen funds raised through our domestic customer base. As further measures to support our foreign currency liquidity, we hold foreign debt securities and maintain credit lines and swap facilities denominated in foreign currencies.
In order to maintain appropriate funding liquidity, our principal banking subsidiaries hold highly liquid investment assets such as Japanese government bonds as liquidity reserve assets. We monitor the amount of liquidity reserve assets and report such amount to the Risk Management Committee, the Balance Sheet Management Committee and our President & Group CEO on a regular basis. Minimum regulatory reserve amounts, or the reserve amount deposited with the Bank of Japan pursuant to applicable regulations that is calculated as a specified percentage of the amount of deposits held by our principal banking subsidiaries, are excluded in connection with our management of liquidity reserve asset levels. We established and apply classifications for the cash flow conditions affecting the group, including the amount of liquidity reserve assets, that range from “Normal” to “Anxious” and “Crisis” categories, and take appropriate actions based on such conditions. As of March 31, 2025, the balance of Japanese government bonds included within our investments and measured at fair value was ¥8.4 trillion (excluding held-to-maturity securities), and a majority of this amount was classified as the principal component of liquidity reserve assets.
Under the regulatory liquidity requirements in Japan that consist of the liquidity coverage ratio (“LCR”) standard and the net stable funding ratio (“NSFR”) standard, the regulatory minimum requirements of LCR and NSFR are 100% on both a consolidated and non-consolidated basis for banks with international operations or on a consolidated basis for bank holding companies with international operations. Under the disclosure guidelines of
95
the Financial Services Agency, banks and bank holding companies with international operations are required to disclose the three-month averages of daily LCR and to disclose NSFR on a quarterly basis. Set forth below are the averages of the daily end balances of consolidated LCR data of Mizuho Financial Group, and consolidated and non-consolidated LCR data of our principal banking subsidiaries, each for the three months ended March 31, 2025, and consolidated NSFR data of Mizuho Financial Group, and consolidated and non-consolidated NSFR data of our principal banking subsidiaries, each as of March 31, 2025. The figures are calculated based on our financial statements prepared in accordance with Japanese GAAP and the guidelines on LCR and NSFR established by the Financial Services Agency. All yen figures in this table are truncated.
Liquidity Coverage Ratio (LCR)
| For the three months ended March 31, 2025 |
||||
| (in billions of yen, except percentages) |
||||
| Mizuho Financial Group (Consolidated) |
||||
| Total high-quality liquid assets (“HQLA”) allowed to be included in the calculation (weighted) |
¥ | 82,668 | ||
| Net cash outflows (weighted) |
66,075 | |||
| LCR |
125.1 | % | ||
| Mizuho Bank (Consolidated) |
||||
| Total HQLA allowed to be included in the calculation (weighted) |
¥ | 78,928 | ||
| Net cash outflows (weighted) |
63,442 | |||
| LCR |
124.4 | % | ||
| Mizuho Bank (Non-consolidated) |
||||
| Total HQLA allowed to be included in the calculation (weighted) |
¥ | 77,139 | ||
| Net cash outflows (weighted) |
60,249 | |||
| LCR |
128.0 | % | ||
| Mizuho Trust and Banking (Consolidated) |
||||
| Total HQLA allowed to be included in the calculation (weighted) |
¥ | 1,398 | ||
| Net cash outflows (weighted) |
900 | |||
| LCR |
155.2 | % | ||
| Mizuho Trust and Banking (Non-consolidated) |
||||
| Total HQLA allowed to be included in the calculation (weighted) |
¥ | 1,331 | ||
| Net cash outflows (weighted) |
835 | |||
| LCR |
159.3 | % | ||
Net Stable Funding Ratio (NSFR)
| As of March 31, 2025 | ||||
| (in billions of yen, except percentages) |
||||
| Mizuho Financial Group (Consolidated) |
||||
| Available stable funding (weighted) |
¥ | 115,207 | ||
| Required stable funding (weighted) |
98,889 | |||
| NSFR |
116.5 | % | ||
| Mizuho Bank (Consolidated) |
||||
| Available stable funding (weighted) |
¥ | 109,997 | ||
| Required stable funding (weighted) |
93,430 | |||
| NSFR |
117.7 | % | ||
| Mizuho Bank (Non-consolidated) |
||||
| Available stable funding (weighted) |
¥ | 105,824 | ||
| Required stable funding (weighted) |
88,721 | |||
| NSFR |
119.2 | % | ||
96
| As of March 31, 2025 | ||||
| (in billions of yen, except percentages) |
||||
| Mizuho Trust and Banking (Consolidated) |
||||
| Available stable funding (weighted) |
¥ | 2,965 | ||
| Required stable funding (weighted) |
2,619 | |||
| NSFR |
113.2 | % | ||
| Mizuho Trust and Banking (Non-Consolidated) |
||||
| Available stable funding (weighted) |
¥ | 2,913 | ||
| Required stable funding (weighted) |
2,574 | |||
| NSFR |
113.1 | % | ||
For more information on LCR and NSFR, see “Item 4. Information on the Company—Supervision and Regulation—Liquidity.”
Off-balance-sheet Arrangements
We engage in various types of off-balance-sheet arrangements in the ordinary course of our business to meet the financing needs of our customers. These arrangements include various guarantees and commitments. The following tables show the contractual or notional amounts of our guarantees and undrawn commitments as of March 31, 2024 and 2025:
| As of March 31, | Increase (decrease) |
|||||||||||
| 2024 | 2025 | |||||||||||
| (in billions of yen) | ||||||||||||
| Guarantees: |
||||||||||||
| Performance guarantees |
¥ | 3,896 | ¥ | 4,100 | ¥ | 205 | ||||||
| Guarantees on loans |
348 | 220 | (128 | ) | ||||||||
| Guarantees on securities |
93 | 92 | (1 | ) | ||||||||
| Other guarantees |
3,543 | 3,309 | (234 | ) | ||||||||
| Guarantees for the repayment of trust principal |
16 | 11 | (5 | ) | ||||||||
| Liabilities of trust accounts |
599 | 330 | (269 | ) | ||||||||
| Derivative financial instruments |
113,108 | 80,505 | (32,602 | ) | ||||||||
| As of March 31, | Increase (decrease) |
|||||||||||
| 2024 | 2025 | |||||||||||
| (in billions of yen) | ||||||||||||
| Commitments: |
||||||||||||
| Commitments to extend credit |
¥ | 115,577 | ¥ | 119,733 | ¥ | 4,156 | ||||||
| Commercial letters of credit |
1,778 | 1,829 | 51 | |||||||||
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| Total commitments |
¥ | 117,355 | ¥ | 121,562 | ¥ | 4,208 | ||||||
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See note 22 to our consolidated financial statements included elsewhere in this annual report for the description of the nature of the various types of guarantees and commitments.
The contractual or notional amounts of these instruments generally represent the maximum potential amounts of future payments without consideration of possible recoveries under recourse provisions or from collateral held. For example, the amount under commitments to extend credit does not necessarily equal the impact that such commitment will have on our future cash flow, because many of these commitments expire without our making actual credit extensions up to the full commitment amount or at all. Also, many of the agreements related to the commitments to extend credit include terms that allow us to refuse, or reduce the amount of, credit extensions based on changes in the financial environment, declines in the obligor’s credit quality and other reasons. Finally, we receive collateral such as real estate and securities at the time of the
97
contract as we deem necessary, and we regularly review the credit quality of the customer based on the internal guidelines and revise the terms of the contract as we deem necessary to manage credit risks.
Some of our off-balance-sheet arrangements are related to activities of special purpose entities, most of which are variable interest entities. For further information, see note 23 to our consolidated financial statements included elsewhere in this annual report.
Tabular Disclosure of Contractual Obligations
In the normal course of business, we enter into contractual obligations that require future cash payments. The following table sets forth a summary of our contractual cash obligations as of March 31, 2025:
| Due in one year or less |
Due from one year to two years |
Due from two years to three years |
Due from three years to four years |
Due from four years to five years |
Due after five years |
Total | ||||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||||||
| Time deposits |
¥ | 46,699 | ¥ | 1,177 | ¥ | 996 | ¥ | 269 | ¥ | 356 | ¥ | 359 | ¥ | 49,856 | ||||||||||||||
| Certificates of deposit |
13,988 | 218 | 141 | 52 | — | — | 14,399 | |||||||||||||||||||||
| Long-term debt |
643 | 2,463 | 1,484 | 983 | 1,274 | 8,068 | 14,914 | |||||||||||||||||||||
| Operating leases |
77 | 54 | 42 | 37 | 33 | 287 | 529 | |||||||||||||||||||||
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| Total(1)(2) |
¥ | 61,406 | ¥ | 3,912 | ¥ | 2,662 | ¥ | 1,341 | ¥ | 1,663 | ¥ | 8,714 | ¥ | 79,698 | ||||||||||||||
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Notes:
| (1) | Contributions to our pension plans, which are not included in the above table, are expected to be approximately ¥20 billion in the fiscal year ending March 31, 2026, based on the current funded status and expected asset return assumptions. For further information, see note 20 to our consolidated financial statements included elsewhere in this annual report. |
| (2) | Unrecognized tax benefits, which are not included in the above table, were ¥4.8 billion, of which ¥1.5 billion was interest and penalties, as of March 31, 2025. For further information, see note 19 to our consolidated financial statements included elsewhere in this annual report. |
Capital Adequacy
All yen figures and percentages in this subsection are truncated. Accordingly, the total of each column of figures may not be equal to the total of the individual items.
Regulatory Capital Requirements
The capital adequacy guidelines applicable to Japanese banks and bank holding companies each with international operations supervised by the Financial Services Agency, including us, require them to measure and apply capital charges with respect to their credit risk, market risk and operational risk.
Under the guidelines, banks and bank holding companies have several choices for the methodologies to calculate their capital requirements for credit risk and market risk, and under the finalized Basel III reforms, the standardized approaches and the advanced measurement approaches for operational risk are replaced with a single revised standardized approach to be used by all banks. We use the advanced internal ratings-based approach which was revised under the Basel III finalization framework for the calculation of credit risk. For the calculation of market risk and operational risk, we use the standardized approach for the calculation of both risks.
As a bank and bank holding company with international operations, Mizuho Bank and Mizuho Trust & Banking are required to have a minimum Common Equity Tier 1 ratio of 4.5%, Tier 1 capital ratio of 6.0%, and total capital ratio of 8.0% on both a consolidated and non-consolidated basis, and Mizuho Financial Group is required to have the same minimum Common Equity Tier 1 ratio, Tier 1 capital ratio, and total capital ratio on a consolidated basis.
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In addition, we are also subject to capital conservation buffers and countercyclical buffers, and Mizuho Financial Group is also subject to additional loss absorbency requirements for a global systemically important bank (“G-SIB”) and domestic systemically important bank (“D-SIB”). These buffer requirements must be met with Common Equity Tier 1 capital. The capital conservation buffer and the additional loss absorbency requirements currently applicable to us are 2.5% and 1.0%, respectively. The countercyclical buffer is a weighted average of the buffers deployed across all the jurisdictions to which the banking organization has credit exposures, which, ranging from 0% to 2.5%, would be imposed on banking organizations, subject to national discretion by the respective regulatory authorities. See “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Capital Adequacy.”
We are required to maintain a minimum leverage ratio of 3.15% from April 1, 2024, which ratio had been 3.0% until March 31, 2024. In addition, Mizuho Financial Group is subject to the leverage ratio buffer requirement for G-SIBs of 0.55% from April 1, 2024, which requirement had been 0.5% until March 31, 2024, and thus the minimum leverage ratio requirement together with the minimum leverage ratio buffer requirement applicable to Mizuho Financial Group from April 1, 2024 is 3.70% in total. The leverage ratio is a measure of non-risk based capital adequacy that is calculated by dividing Tier 1 capital (as numerator) by the total exposure (denominator), with adjustments made to on- and off-balance assets. See “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Leverage Ratio.”
Under Total Loss Absorbing Capacity (“TLAC”) regulations, Mizuho Financial Group is required to meet minimum TLAC requirements of at least 18% of the resolution group’s risk-weighted assets and at least 7.10% from April 1, 2024, which requirement had been 6.75% until March 31, 2024, of its total exposure. Japanese G-SIBs are allowed to count the Japanese Deposit Insurance Fund Reserves in an amount equivalent to 3.5% of their consolidated risk-weighted assets as their external TLAC. See “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Total Loss Absorbing Capacity.”
Consolidated Capital Adequacy Ratios, Leverage Ratios and TLAC Ratios
Our consolidated capital adequacy ratios, leverage ratios and TLAC ratios as of March 31, 2024 and 2025, calculated in accordance with Japanese GAAP and the guidelines established by the Financial Services Agency, were as set forth in the following table:
| As of | Increase (decrease) |
|||||||||||
| March 31, 2024 |
March 31, 2025 |
|||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| Common Equity Tier 1 (CET1) capital |
¥ | 9,259.9 | ¥ | 9,506.2 | ¥ | 246.2 | ||||||
| Additional Tier 1 capital |
1,541.8 | 1,741.9 | 200.1 | |||||||||
|
|
|
|
|
|
|
|||||||
| Tier 1 capital |
10,801.8 | 11,248.2 | 446.4 | |||||||||
| Tier 2 capital |
1,512.7 | 1,507.5 | (5.2 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Total capital |
¥ | 12,314.6 | ¥ | 12,755.7 | ¥ | 441.1 | ||||||
|
|
|
|
|
|
|
|||||||
| Risk-weighted assets |
¥ | 72,720.2 | ¥ | 71,844.4 | ¥ | (875.8 | ) | |||||
| CET1 capital ratio |
12.73 | % | 13.23 | % | 0.50 | % | ||||||
| Required CET1 capital ratio(1) |
8.09 | % | 8.11 | % | 0.02 | % | ||||||
| Tier 1 capital ratio |
14.85 | % | 15.65 | % | 0.80 | % | ||||||
| Required Tier 1 capital ratio(1) |
9.59 | % | 9.61 | % | 0.02 | % | ||||||
| Total capital ratio |
16.93 | % | 17.75 | % | 0.82 | % | ||||||
| Required total capital ratio(1) |
11.59 | % | 11.61 | % | 0.02 | % | ||||||
| CET1 available after meeting the bank’s minimum capital requirements |
8.23 | % | 8.73 | % | 0.50 | % | ||||||
| Total Exposure(2) |
¥ | 229,376.8 | ¥ | 235,543.8 | ¥ | 6,167.0 | ||||||
| Leverage ratio(3) |
4.70 | % | 4.77 | % | 0.07 | % | ||||||
| External TLAC ratio (risk-weighted assets basis, excluding capital buffers) |
25.35 | % | 26.86 | % | 1.51 | % | ||||||
| External TLAC ratio (total exposure basis, including capital buffers)(4) |
9.17 | % | 9.29 | % | 0.12 | % | ||||||
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Notes:
| (1) | The required ratios described above, as of March 31, 2024 and 2025, include the capital conservation buffer of 2.5%, the countercyclical buffer of 0.09% and 0.11%, respectively, and the additional loss absorbency requirements for G-SIBs and D-SIBs of 1.00%, which are all in addition to the regulatory minima. The respective required amounts are determined by applying the ratios to the sum of the risk-weighted assets. These buffers and additional loss absorbency requirements are applied to us but not to our banking subsidiaries. |
| (2) | As of March 31, 2024 and 2025, our total exposures (excluding the impact of any applicable exemption of deposits with the Bank of Japan) were ¥287,489.9 billion and ¥291,989.9 billion, respectively. |
| (3) | As of March 31, 2024 and 2025, our leverage ratios on a consolidated basis (excluding the impact of any applicable temporary exemption of deposits with the Bank of Japan) were 3.75% and 3.85%, respectively. |
| (4) | As of March 31, 2024 and 2025, our external TLAC ratios on a total exposure basis (excluding the impact of any applicable temporary exemption of deposits with the Bank of Japan) were 7.32% and 7.49%, respectively. |
Our total capital ratio as of March 31, 2025 was 17.75%, an increase of 0.82% points compared to March 31, 2024. Our Tier 1 capital ratio as of March 31, 2025 was 15.65%, an increase of 0.80% points compared to March 31, 2024. Our Common Equity Tier 1 capital ratio as of March 31, 2025 was 13.23%, an increase of 0.50% points compared to March 31, 2024. Our total capital ratio, Tier 1 capital ratio and Common Equity Tier 1 capital ratio increased due mainly to an increase in Common Equity Tier 1 capital. We believe that we were in compliance with all capital adequacy requirements to which we were subject as of March 31, 2025.
Principal Banking Subsidiaries
Capital adequacy ratios and leverage ratios of our principal banking subsidiaries, on a consolidated basis, as of March 31, 2024 and 2025, calculated in accordance with Japanese GAAP and the guidelines established by the Financial Services Agency, were as set forth in the following table:
| As of | Increase (decrease) |
|||||||||||
| March 31, 2024 |
March 31, 2025 |
|||||||||||
| Mizuho Bank |
||||||||||||
| Common Equity Tier 1 capital ratio |
11.26 | % | 11.42 | % | 0.16 | % | ||||||
| Tier 1 capital ratio |
13.60 | % | 14.06 | % | 0.46 | % | ||||||
| Total capital ratio |
15.76 | % | 16.27 | % | 0.51 | % | ||||||
| Leverage ratio |
4.21 | % | 4.26 | % | 0.05 | % | ||||||
| Mizuho Trust & Banking |
||||||||||||
| Common Equity Tier 1 capital ratio |
28.98 | % | 31.60 | % | 2.62 | % | ||||||
| Tier 1 capital ratio |
28.98 | % | 31.60 | % | 2.62 | % | ||||||
| Total capital ratio |
28.99 | % | 31.60 | % | 2.61 | % | ||||||
| Leverage ratio |
11.62 | % | 13.49 | % | 1.87 | % | ||||||
We believe each of our principal banking subsidiaries was in compliance with all capital adequacy requirements to which it was subject as of March 31, 2025.
Our securities subsidiary in Japan is also subject to the capital adequacy requirement under the Financial Instruments and Exchange Act. Under this requirement, securities firms whose total assets exceed ¥1 trillion, such as Mizuho Securities, must maintain a minimum capital adequacy ratio of 120% both on a consolidated and non-consolidated basis calculated as a percentage of capital accounts less certain assets, as determined in accordance with Japanese GAAP, against amounts equivalent to market, counterparty and basic risks. Specific guidelines are issued as a ministerial ordinance and a regulatory notice that detail the definition of essential components of the capital ratios, including capital, disallowed assets and risks, and related measures. Failure to
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maintain a minimum capital ratio will trigger mandatory regulatory actions. For example, each on a non-consolidated basis, a capital ratio of less than 140% will call for regulatory reporting, a capital ratio of less than 120% may lead to an order to change the business conduct or place the property in trust and a capital ratio of less than 100% may lead to a temporary suspension of all or part of the business operations and further, to the cancellation of the license to act as a securities broker and dealer. We believe, as of March 31, 2025, that our securities subsidiary in Japan was in compliance with all capital adequacy requirements to which it was subject.
Recent Accounting Pronouncements
See note 2 to our consolidated financial statements included elsewhere in this annual report.
Reconciliation with Japanese GAAP
Our consolidated financial statements are prepared in accordance with accounting principles and policies as summarized in note 1 to our consolidated financial statements included elsewhere in this annual report. These principles and policies differ in some respects from Japanese GAAP. For reporting based on Japanese banking regulations, we prepare our annual and semi-annual financial results using financial statements in accordance with Japanese GAAP. In addition, pursuant to the Japanese securities law, we prepare our semi-annual financial statements, and pursuant to the requirements of the Tokyo Stock Exchange, we prepare our quarterly financial statements, both of which are also under Japanese GAAP. To show the major reconciling items between our U.S. GAAP financial statements and our Japanese GAAP financial statements, we have provided below, with respect to our most recent fiscal year, a reconciliation of consolidated net income and shareholders’ equity under U.S. GAAP with those amounts under Japanese GAAP.
| As of and for the fiscal year ended March 31, 2025 |
||||||||
| Total MHFG shareholders’ equity |
Net income attributable to MHFG shareholders |
|||||||
| (in billions of yen) | ||||||||
| U.S. GAAP |
¥ | 10,065.0 | ¥ | 593.4 | ||||
| Differences arising from different accounting for: |
||||||||
| 1. Derivative financial instruments and hedging activities |
(9.3 | ) | 243.2 | |||||
| 2. Investments |
(79.4 | ) | 146.8 | |||||
| 3. Loans |
293.5 | 9.1 | ||||||
| 4. Allowances for credit losses on loans and off-balance-sheet instruments |
186.6 | 73.5 | ||||||
| 5. Premises and equipment |
(87.8 | ) | 29.9 | |||||
| 6. Land revaluation |
122.8 | (27.2 | ) | |||||
| 7. Business combinations |
(101.1 | ) | (7.4 | ) | ||||
| 8. Pension liabilities |
66.9 | 20.7 | ||||||
| 9. Consolidation of variable interest entities |
92.4 | (60.8 | ) | |||||
| 10. Deferred taxes |
(98.6 | ) | (117.6 | ) | ||||
| 11. Foreign currency translation |
— | (6.7 | ) | |||||
| 12. Other |
(8.8 | ) | (11.5 | ) | ||||
|
|
|
|
|
|||||
| Japanese GAAP |
¥ | 10,442.2 | (1) | ¥ | 885.4 | |||
|
|
|
|
|
|||||
Note:
(1) Includes total accumulated other comprehensive income and stock acquisition rights.
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The following is a summary of the significant adjustments made to consolidated shareholders’ equity and net income, as shown in the above table, to reconcile the U.S. GAAP results with the Japanese GAAP results. The paragraphs below refer to the corresponding items set forth in the table above.
| 1. | Derivative financial instruments and hedging activities |
Under U.S. GAAP, for a derivative to qualify for hedge accounting, it must be highly effective in achieving offsetting changes in fair values or variable cash flows of the hedged items attributable to the particular risk being hedged. The hedging relationship must be designated and formally documented at inception. Such documentation must include the particular risk management objective and strategy for the hedge, the identification of the derivative used as the hedging instrument, the hedged item and the risk exposure being hedged and the method for assessing the hedge effectiveness. The criteria for designation and measurement of hedge effectiveness under U.S. GAAP are more rigorous than under Japanese GAAP. As a result, most of the eligible hedge derivatives under Japanese GAAP are accounted for as trading account assets or liabilities under U.S. GAAP with changes in fair value of the derivatives recognized in earnings.
Requirements for bifurcation of embedded derivatives differ between Japanese GAAP and U.S. GAAP. Embedded derivatives that are deemed to be clearly and closely related to their host contracts are not bifurcated under U.S. GAAP, while Japanese GAAP allows an entity to bifurcate embedded derivatives if the entity manages the risk of the embedded derivatives and host contracts separately. Bifurcated derivatives are recorded on the balance sheet at fair value with changes in fair value recognized in earnings under both Japanese GAAP and U.S. GAAP.
| 2. | Investments |
The cost basis of certain investments differs between Japanese GAAP and U.S. GAAP primarily due to the following reasons:
Under U.S. GAAP, equity securities (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are measured at fair value with changes in fair value recognized in earnings, while under Japanese GAAP, those securities are measured at fair value with changes in fair value recognized in other comprehensive income.
Under U.S. GAAP, we report foreign currency denominated debt securities as trading securities, and the entire amount of changes in their fair values are recognized in earnings, while under Japanese GAAP, only the changes attributable to movements in foreign currency exchange rates are recognized in earnings.
Under U.S. GAAP, available-for-sale debt securities are impaired if the fair value is less than the amortized cost (excluding accrued interest receivable). For available-for-sale debt securities, in the cases where we have the intent to sell an available-for-sale debt security or more likely than not will be required to sell an available-for-sale debt security before the recovery of its amortized cost basis, the entire difference between amortized cost basis and fair value is recognized immediately through earnings. In other cases, we evaluate expected cash flows to be received and determine if a credit loss exists, and if so, the amount of the credit loss is recognized in provision (credit) for credit losses, while the remaining decline in fair value is recognized in other comprehensive income, net of applicable taxes. Under Japanese GAAP, significant declines in the fair value of securities below cost that are deemed to be “other-than-temporary” are recorded in earnings unless short term recovery is reasonably expected. A decline in the fair value of a security of 50% or more of its cost is a strong indicator of an other-than-temporary decline, which requires compelling evidence to prove otherwise. A decline in the fair value of 30% or more but less than 50% of its cost is an indicator of an other-than-temporary decline, in which case the probability of recovery must be evaluated to determine whether an other-than-temporary decline has occurred. Generally, if the decline in the fair value is less than 30%, it is not considered to be an other-than-temporary decline.
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| 3. | Loans |
Under U.S. GAAP, loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income over the contractual life of the relevant loan using the interest method, while certain fees and costs are recognized in earnings at the time the loan is originated under Japanese GAAP.
In addition, certain loan participations and sales of loans to special purpose vehicles in connection with asset securitization transactions under Japanese GAAP do not meet sales criteria under U.S. GAAP due to different applicable criteria, and therefore the relevant loans are recognized on the balance sheet under U.S. GAAP.
| 4. | Allowances for credit losses on loans and off-balance-sheet instruments |
The allowance for credit losses on loan under US GAAP considers expected credit losses over the remaining expected lives of the applicable instruments. The expected life of each loan is determined by considering expected prepayments, contractual terms and cancellation features. When determining expected credit losses, a single forward-looking macroeconomic scenario is considered over a reasonable and supportable forecast period. This forward-looking macroeconomic scenario is consistent with what is used in our stress testing and is in line with the scenario used for our business plan. If the scenario does not reflect a sudden change in economic conditions adequately, adjustments may be made to the scenario. After the forecast period, we revert to long-term historical loss experience with a certain graduated transition period, to estimate losses over the remaining lives of loans.
In general, we estimate expected credit losses collectively on the loans in the case of normal obligors and watch obligors, considering the risk associated with a particular pool and the probability that the exposures within the pool will deteriorate or default. The estimation of expected credit losses that are evaluated collectively begins with a quantitative calculation that considers the likelihood of the borrower changing delinquency status or moving from one obligor category or rating to another. The quantitative calculation covers expected credit losses over an instrument’s expected life and is estimated by applying credit loss factors to our estimated exposure at default. Under Japanese GAAP, a collective allowance is generally estimated using historical loss experience based on historical results according to the obligor ratings, whereas under U.S. GAAP the allowance is based on the methodology that reflects expected credit losses over the remaining lives and requires consideration of a broader range of information such as relevant information about past events supportable forecasts, inclusive of macroeconomic assumptions, and the expected life of the loan.
Under both Japanese GAAP and U.S. GAAP, the allowance for credit losses for specifically identified nonaccrual loans is based on the present value of expected future cash flows discounted at the loan’s initial effective interest rate or, as a practical expedient, the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. The differences between Japanese GAAP and U.S. GAAP arise from the difference in the scope of the loans that are subject to the individual and portfolio nonaccrual analysis.
In addition to these effects based on differences between Japanese GAAP and U.S. GAAP, due to the difference in the timing of public filings between our consolidated financial statements under U.S. GAAP and those under Japanese GAAP, we evaluate newly available information such as macroeconomic assumptions and obligor credit worthiness, which could result in the allowance for credit losses on loans being different between Japanese GAAP and U.S. GAAP.
This reconciling item also includes the differences between U.S. GAAP and Japanese GAAP relating to the allowance for credit losses on off-balance-sheet instruments. We generally use the same methodology to reserve for losses on these instruments as we do for loans.
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| 5. | Premises and equipment |
Under Japanese GAAP, a company can elect to allocate entity-wide long-lived assets that do not have identifiable cash flows that are largely independent of the cash flows of other assets and liabilities, among individual divisions within an entity, whereas U.S. GAAP does not have such an election. Under Japanese GAAP, we have been making this election since the fiscal year ended March 31, 2019.
With regard to internal-use software, under U.S. GAAP, the costs to develop or obtain software that allow for access to or conversion of old data by new systems are capitalized and amortized once the software is ready for its intended use, while they are expensed after full implementation across the company under Japanese GAAP. On the other hand, the general and administrative costs and the overhead costs are expensed as the costs of internal-use software under U.S. GAAP, but they are capitalized under Japanese GAAP.
| 6. | Land revaluation |
Under Japanese GAAP, we revalued our holdings of land during the fiscal year ended March 31, 1998 pursuant to the Act Concerning Revaluation of Land (Act No. 34 of 1998). The revaluation gains are recorded directly in equity, and the related deferred tax liabilities are also recognized. Under U.S. GAAP, there is no applicable provision that allows for the revaluation of land other than for impairments, and accordingly the revaluation gains are reversed.
| 7. | Business combinations |
Under U.S. GAAP, goodwill is not amortized and an impairment loss is recorded to the extent the carrying amount of the goodwill exceeds its estimated fair value at the measurement date. Under Japanese GAAP, goodwill is amortized over an appropriate period not to exceed 20 years and an impairment loss is recorded only if the effects of the goodwill are no longer expected.
| 8. | Pension liabilities |
Under Japanese GAAP, we adopted as of April 1, 2000 pension accounting that is based on the actuarial present value of accrued benefit obligations. The cumulative effect of the accounting change was amortized over a specified number of years, and actuarial gains and losses are amortized over a specified number of years. Under U.S. GAAP, we recalculated the benefit obligation at April 1, 2004 and accounted for the obligation as if we had adopted the accounting method in accordance with ASC 715, “Compensation—Retirement Benefits,” beginning in the fiscal year ended March 31, 1990, as permitted for a foreign private issuer. The cumulative effect of the accounting change, as well as actuarial gains and losses since the adoption, had been fully amortized by April 1, 2004.
Under both Japanese GAAP and U.S. GAAP, an employer is required to recognize the overfunded or underfunded status of a defined benefit plan as an asset or liability in its consolidated balance sheets. Actuarial gains or losses and prior service costs or benefits that have not yet been recognized through earnings as net periodic benefit cost are recognized in other comprehensive income, net of tax, until they are amortized as a component of net periodic benefit cost. Actuarial gains or losses are amortized based on the corridor approach according to ASC 715 under U.S. GAAP, while they are amortized over a specified number of years under Japanese GAAP. Due mainly to the differences in the balances of actuarial gains or losses and prior service costs or benefits and in amortization methods, there are differences in the amounts of shareholders’ equity and net income between U.S. GAAP and Japanese GAAP.
Under U.S. GAAP, we enhanced the calculation of the benefit obligations by refining the anticipated future mortality rate assumption improvement in the calculation.
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During the fiscal year ended March 31, 2025, certain subsidiaries of ours partially withdrew assets from employee retirement benefit trusts, which were established for the payment of employees’ severance pay and retirement pensions. Under U.S. GAAP, no gains or losses have been recognized as a consequence of this transaction.
See note 20 to our consolidated financial statements included elsewhere in this annual report for further discussion.
| 9. | Consolidation of variable interest entities |
Under U.S. GAAP, variable interest entities are to be consolidated if we are deemed to be the primary beneficiary of the variable interest entity. Under Japanese GAAP, consolidation is not based on variable interests. We consolidate certain variable interest entities, such as entities related to asset-backed securitizations, investments in securitization products and investment funds. See note 23 to our consolidated financial statements included elsewhere in this annual report for further discussion.
| 10. | Deferred taxes |
Under U.S. GAAP, all available evidence, both positive and negative, must be considered to determine whether, based on the weight of that evidence, deferred tax assets are realizable or whether a valuation allowance is needed. Possible sources of taxable income, which are considered to determine whether deferred tax assets are realizable, include net unrealized gains on available-for-sale securities. Under Japanese GAAP, the assessment as to whether deferred tax assets are realizable is primarily based on estimates of future taxable income.
Additionally, differences in the carrying amount of assets and liabilities between U.S. GAAP and Japanese GAAP create temporary differences that result in differences in deferred tax assets and liabilities.
| 11. | Foreign currency translation |
Under Japanese GAAP, the income statement items of our foreign entities are translated into yen, our presentation currency, using the respective fiscal year-end exchange rates, while under U.S. GAAP, they are translated into the presentation currency using the average rates of exchange for the respective fiscal years.
| 12. | Other |
This adjustment reflects the effects of miscellaneous items.
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| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
6.A. Directors and Senior Management
Directors
Shown below is information regarding the directors of Mizuho Financial Group, Inc. as of June 25, 2025:
| Name |
Age | Director Type | Chair of the Board |
Committee Membership | ||||||||||||||||
| Nominating | Compensation | Audit | Risk(4) | IT / Digital Transformation(5) |
Human Resources(6) | |||||||||||||||
| Yoshimitsu Kobayashi |
78 | Independent(1) | — | Chair | — | — | — | — | Member | |||||||||||
| Takashi Tsukioka |
74 | Independent(1) | Chair | Member | — | — | — | — | Member | |||||||||||
| Kotaro Ohno |
73 | Independent(1) | — | Member | — | Chair | — | — | Member | |||||||||||
| Hiromichi Shinohara |
71 | Independent(1) | — | Member | — | — | — | Chair | Member | |||||||||||
| Yumiko Noda |
65 | Independent(1) | — | — | Member | — | Member | — | — | |||||||||||
| Takakazu Uchida |
64 | Independent(1) | — | Member | Chair | Member | — | — | Member | |||||||||||
| Masahiko Tezuka |
63 | Independent(1) | — | — | — | Member | — | Member | — | |||||||||||
| Yuki Ikuno |
61 | Independent(1) | — | — | Member | — | Member | — | — | |||||||||||
| Seiji Imai |
63 | Non-executive(2) | — | — | — | — | — | — | — | |||||||||||
| Hisaaki Hirama |
62 | Non-executive(2) | — | — | — | Member | Chair | Member | — | |||||||||||
| Masahiro Kihara |
59 | Executive(3) | — | — | — | — | — | — | Chair | |||||||||||
| Hidekatsu Take |
60 | Executive(3) | — | — | — | — | — | — | — | |||||||||||
| Mitsuhiro Kanazawa |
57 | Executive(3) | — | — | — | — | — | — | — | |||||||||||
| Takefumi Yonezawa |
54 | Executive(3) | — | — | — | — | — | — | — | |||||||||||
Notes:
| (1) | Directors satisfying the requirements for outside directors, as defined in the Companies Act , and those for independent directors, as defined both by the Tokyo Stock Exchange, Inc. and by Mizuho Financial Group, Inc. |
| (2) | Directors not concurrently serving as executive officers as defined in the Companies Act, employees or executive directors of Mizuho Financial Group, Inc. or its subsidiaries. |
| (3) | Directors concurrently serving as executive officers as defined in the Companies Act. |
| (4) | The Risk Committee consists of three directors and two outside experts (who are not directors). |
| (5) | The IT / Digital Transformation Committee consists of three directors and two outside experts (who are not directors). |
| (6) | The Human Resources Review Meeting consists of six directors. |
The directors’ current positions, key business experiences in the past and major concurrent offices (if any) are as follows:
Mr. Yoshimitsu Kobayashi has been Member of the Board of Directors since June 2020. Previously, he had been Chairperson and Representative Director, President of Mitsubishi Chemical Holdings Corporation*. He concurrently serves as Chairman of the Board of Directors (Outside Director) of Tokyo Electric Power Company Holdings, Inc.
| * | Current Mitsubishi Chemical Group Corporation |
Mr. Takashi Tsukioka has been Member of the Board of Directors since June 2021. Previously, he had been Representative Director, Chairperson / Chief Executive Officer of Idemitsu Kosan Co., Ltd. He concurrently serves as Honorary Advisor of Idemitsu Kosan Co., Ltd. and Outside Director of MITSUI-SOKO HOLDINGS Co., Ltd.
Mr. Kotaro Ohno has been Member of the Board of Directors since June 2023. Previously, he had been Superintending Prosecutor of the Tokyo High Public Prosecutors Office and Prosecutor-General. He concurrently serves as Advisor of Atsumi & Sakai.
Mr. Hiromichi Shinohara has been Member of the Board of Directors since June 2023. Previously, he had been Senior Executive Vice President / Chairman of the Board of Directors of NIPPON TELEGRAPH AND
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TELEPHONE CORPORATION. He concurrently serves as Executive Advisor of NIPPON TELEGRAPH AND TELEPHONE CORPORATION and Outside Director of Yamaha Corporation.
Ms. Yumiko Noda has been Member of the Board of Directors since June 2023. Previously, she had been President and Representative Director of Veolia Japan K.K.*; and Partner, Head of PPP and Infrastructure of PwC Advisory; and Deputy Mayor of Yokohama City. She concurrently serves as Chairman and Director of Veolia Japan GK, Outside Director of East Japan Railway Company and Outside Director of SUMITOMO CHEMICAL COMPANY, LIMITED.
*Current Veolia Japan GK
Mr. Takakazu Uchida has been Member of the Board of Directors since June 2024. Previously, he had been Representative Director, Executive Vice President, Chief Financial Officer of MITSUI & CO., LTD.; and Governor of the Government Pension Investment Fund.
Mr. Masahiko Tezuka was appointed as Member of the Board of Directors in June 2025. Previously, he had been Partner, Executive board member of Tohmatsu & Co.* and Chairman, President of the Japanese Institute of Certified Public Accountants. He concurrently serves as Outside Audit & Supervisory Board Member of Idemitsu Kosan Co., Ltd.
*Current Deloitte Touche Tohmatsu LLC
Ms. Yuki Ikuno was appointed as Member of the Board of Directors in June 2025. Previously, she had been Managing Director, Investment Banking Division, UBS Securities Japan Ltd.* She concurrently serves as a Visiting Associate Professor of Hitotsubashi University Business School and Outside Director of Nisshinbo Holdings Inc.
*Current UBS Securities Japan Co., Ltd.
Mr. Seiji Imai has been a non-executive Member of the Board of Directors and Chairperson (Kaicho) since April 2022. Previously, he had been Member of the Board of Directors from June 2021 to April 2022; Deputy President & Senior Executive Officer / Head of Global Corporate Company from April 2021 to April 2022; Head of Corporate & Institutional Company and Representative Executive Officer from April 2020 to April 2022; Head of Global Products Unit from April 2020 to April 2021; Head of Global Corporate Company from April 2018 to April 2020; Head of Asia & Oceania excl. East Asia from April 2016 to April 2018; and General Manager of Seoul Branch from April 2014 to April 2016.
Note: Mr. Imai, Chairperson (Kaicho), engages in Mizuho Financial Group’s external activities, but does not chair the Board meetings. The Board meetings are chaired by the independent director chair, Mr. Takashi Tsukioka.
Mr. Hisaaki Hirama has been a non-executive Member of the Board of Directors since June 2019. Previously, he had been Head of Internal Audit Group of Mizuho Bank, Ltd. from April 2017 to April 2019; Executive Officer, General Manager of Nagoya Corporate Branch of Mizuho Bank, Ltd. from April 2015 to April 2017; and Executive Officer, General Manager of Marunouchi-Chuo Branch Division No.1 of Mizuho Bank, Ltd. from April 2014 to April 2015.
Mr. Masahiro Kihara has been the President & Group CEO (Representative Corporate Executive) and Member of the Board of Directors since February 2022 and June 2022, respectively. Previously, he had been Head of Global Products Unit from April 2021 to April 2022; Deputy Head of Corporate & Institutional Company and Deputy Head of Global Corporate Company from April 2021 to February 2022; Head of Strategic Planning Group of Mizuho Securities Co., Ltd. from April 2020 to April 2021; Head of Financial Control & Accounting Group of Mizuho Securities Co., Ltd. or in charge of similar responsibilities from April 2018 to April 2021; Executive Officer, General Manager of Risk Management Department of Mizuho Securities Co., Ltd. from April 2017 to April 2018; and Project Manager of Risk Governance Enhancement Project Team from April 2014 to April 2017. He concurrently serves as Member of the Board of Directors at Mizuho Trust & Banking Co., Ltd., and Mizuho Securities Co., Ltd.
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Mr. Hidekatsu Take has been Deputy President & Corporate Executive (Representative Corporate Executive) / Head of Global Corporate Company (current Global Corporate & Investment Banking Company) or in charge of similar responsibilities and Member of the Board of Directors since April 2022 and June 2024, respectively. Previously, he had been Head of Corporate & Institutional Company from April 2022 to April 2023; Head of Sogo Shosha, Realty & Financial Sponsor Industry Group of Mizuho Bank, Ltd. or in charge of similar responsibilities from April 2021 to April 2022; Head of Asia Oceania from April 2018 to April 2021; and Joint Head of Americas of Mizuho Bank, Ltd. from April 2016 to April 2018. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.
Mr. Mitsuhiro Kanazawa has been Senior Managing Corporate Executive / Group Chief Information Officer (Group CIO) or in charge of similar responsibilities and Member of the Board of Directors since April 2024 and June 2024, respectively. Previously, he had been Group Co-Chief Information Officer and Group Chief Process Officer (Group CPrO) from April 2023 to April 2024; Co-Head of IT & Systems Group from April 2022 to April 2023; Deputy Head of Strategic Planning Group or in charge of similar responsibilities from March 2021 to April 2022; General Manager of Risk Management Department from April 2020 to March 2021; he had been in charge of Credit of Global Corporate Department from April 2019 to April 2020; and General Manager of Americas Division from April 2015 to April 2019. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Director of Mizuho Research & Technologies, Ltd.
Mr. Takefumi Yonezawa has been Senior Managing Corporate Executive / Group Chief Financial Officer (Group CFO) or in charge of similar responsibilities, General Manager of International Accounting Standards Project Team and Member of the Board of Directors since April 2023 and June 2024, respectively. Previously, he had been Deputy Head of Financial Control & Accounting Group from April 2022 to April 2023; General Manager of Financial Planning Department from April 2019 to April 2022; and Joint General Manager of Financial Planning Department from April 2016 to April 2019. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
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Corporate Executives
Shown below is information regarding the executive officers as defined in the Companies Act (“Corporate Executives”) of Mizuho Financial Group, Inc. as of June 25, 2025:
| Name |
Age | Title |
Area of Oversight | |||||
| Masahiro Kihara(1) |
59 | President & Group CEO(2) | President & Group CEO | |||||
| Hidekatsu Take(1) |
60 | Deputy President & Corporate Executive(2) | Head of Global Corporate & Investment Banking Company / In Charge of Specially Assigned Matters | |||||
| Kazutoshi Isogai |
56 | Senior Managing Corporate Executive | Co-Head of Retail & Business Banking Company | |||||
| Masayuki Sugawara |
60 | Senior Managing Corporate Executive | Head of Corporate & Investment Banking Company | |||||
| Noriyuki Sato |
59 | Senior Managing Corporate Executive | Head of Asset Management Company / In Charge of Specially Assigned Matters | |||||
| Tatsuya Kurosawa |
54 | Senior Managing Corporate Executive | Group Chief Governance Officer (Group CGO) | |||||
| Takefumi Yonezawa(1) |
54 | Senior Managing Corporate Executive | Group Chief Financial Officer (Group CFO) / General Manager of International Accounting Standards Project Team | |||||
| Shiro Shiraishi |
54 | Senior Managing Corporate Executive | Group Chief Risk Officer (Group CRO) | |||||
| Makoto Hitomi |
56 | Senior Managing Corporate Executive | Group Chief Human Resources Officer (Group CHRO) | |||||
| Mitsuhiro Kanazawa(1) |
57 | Senior Managing Corporate Executive | Group Chief Information Officer (Group CIO) | |||||
| Minako Nakamoto |
56 | Senior Managing Corporate Executive | Group Chief Compliance Officer (Group CCO) | |||||
| Hisashi Kikuchi |
59 | Senior Managing Corporate Executive | Group Chief Audit Executive (Group CAE) | |||||
| Naoshi Inomata |
58 | Senior Managing Corporate Executive | Group Chief Strategy Officer (Group CSO) | |||||
| Nobuhiro Kaminoyama |
57 | Senior Managing Corporate Executive | Group Chief Digital Officer (Group CDO) / In Charge of Specially Assigned Matters | |||||
| Natsumi Akita |
53 | Senior Managing Corporate Executive | Group Chief Culture Officer (Group CCuO) / Group Chief Branding Officer (Group CBO) | |||||
Notes:
| (1) | Corporate Executives concurrently serving as directors. |
| (2) | Representative Corporate Executive. |
The corporate executives’ current positions, key business experiences in the past and major concurrent offices (if any) are as follows:
For information on Messrs. Masahiro Kihara, Hidekatsu Take, Mitsuhiko Kanazawa, and Takefumi Yonezawa, see “—Directors.”
Mr. Kazutoshi Isogai has been Senior Managing Corporate Executive / Co-Head of Retail & Business Banking Company since April 2025. Previously, he had been Head of Retail & Business Banking Company from April 2023 to April 2025; Deputy Head of Retail & Business Banking Company from April 2022 to April 2023; General Manager for Strategic Planning Group or in charge of similar responsibilities from March 2021 to April
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2022; and General Manager of Fukuoka Branch of Mizuho Bank, Ltd. or in charge of similar responsibilities from April 2019 to March 2021. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.
Mr. Masayuki Sugawara has been Senior Managing Corporate Executive / Head of Corporate & Investment Banking Company or in charge of similar responsibilities since April 2023. Previously, he had been CEO for East Asia or in charge of similar responsibilities from April 2019 to April 2023; Chairperson of Mizuho Bank (China) Ltd. from August 2019 to June 2023; and General Manager of Bangkok Branch of Mizuho Bank., Ltd. from April 2017 to April 2019. He concurrently serves as Deputy President & Executive Officer of Mizuho Bank, Ltd.
Mr. Noriyuki Sato has been Senior Managing Corporate Executive / Head of Asset Management Company and In Charge of Specially Assigned Matters or in charge of similar responsibilities since April 2023. Previously, he had been Director, Chief Executive Officer of Agility Asset Advisers (PhillipCapital Group), AP Property Fund Management from May 2021 to April 2023; Director, Chief Strategy Officer of Agility Asset Advisers (PhillipCapital Group), AP Property Fund Management or in charge of similar responsibilities from April 2020 to May 2021; and Chief Investment Officer of Asset Management One, Singapore from July 2017 to April 2020. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.
Mr. Tatsuya Kurosawa has been Senior Managing Corporate Executive / Group Chief Governance Officer (Group CGO) since April 2025. Previously, he had been General Manager of Sogo Shosha, Realty & Financial Sponsor Industry Department No.1 of Mizuho Bank, Ltd. from April 2023 to April 2025; General Manager of Global Products Coordination Department from April 2021 to April 2023; and General Manager of Strategic Investment Department from April 2019 to April 2021 of Mizuho Bank, Ltd. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
Mr. Shiro Shiraishi has been Senior Managing Corporate Executive / Group Chief Risk Officer (Group CRO) or in charge of similar responsibilities since April 2024. Previously, he had been Chief Audit Executive or in charge of similar responsibilities of Mizuho Bank, Ltd. from April 2022 to April 2024; Deputy Head of Retail & Business Banking Company from October 2021 to April 2022; General Manager of Retail & Business Banking Coordination Department from April 2019 to March 2022; and President of Mizuho Factors, Limited from April 2019 to March 2020. He concurrently serves as Executive Managing Director of Mizuho Bank, Ltd.
Mr. Makoto Hitomi has been Senior Managing Corporate Executive / Group Chief Human Resources Officer (Group CHRO) since April 2025. Previously, he had been Group Co-Chief Human Resources Officer from April 2024 to April 2025; General Manager of Talent Planning and Management Department or in charge of similar responsibilities from July 2021 to April 2024; Head of Human Resources Department of Mizuho Securities Co., Ltd. from April 2020 to July 2021; General Manager of Facility Management Department from April 2019 to April 2020; and General Manager of Tochigi Branch of Mizuho Bank, Ltd. from April 2016 to April 2019. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
Ms. Minako Nakamoto has been Senior Managing Corporate Executive / Group Chief Compliance Officer (Group CCO) since April 2025. Previously, she had been Group Chief Governance Officer (Group CGO) from April 2023 to April 2025; Head of Corporate Planning Department of Mizuho Securities Co., Ltd. from April 2020 to April 2023; and General Manager of Ginza Branch of Mizuho Bank, Ltd. from April 2018 to April 2020. She concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd.
Mr. Hisashi Kikuchi has been Senior Managing Corporate Executive / Group Chief Audit Executive (Group CAE) or in charge of similar responsibilities since April 2020. Previously, he had been Head of Strategic Planning Group from April 2018 to April 2020; Member of the Board of Directors from June 2018 to June 2019; and General Manager of Corporate Secretariat from April 2015 to June 2018. He concurrently serves as Member of the Board of Directors (Audit & Supervisory Committee Member) of Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd., Mizuho Securities Co., Ltd. and Corporate Auditor of Mizuho Research & Technologies, Ltd.
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Mr. Naoshi Inomata has been Senior Managing Corporate Executive / Group Chief Strategy Officer (Group CSO) or in charge of similar responsibilities since April 2020. Previously, he had been in charge of Specially Assigned Matters from April 2019 to April 2021. He concurrently serves as Deputy President & Executive Officer of Mizuho Trust & Banking Co., Ltd. and Managing Executive Officer of Mizuho Bank, Ltd.
Mr. Nobuhiro Kaminoyama has been Senior Managing Corporate Executive / Group Chief Digital Officer (Group CDO) and In Charge of Specially Assigned Matters or in charge of similar responsibilities since April 2024 and April 2025, respectively. Previously, he had been Group Chief Human Resources Group (Group CHRO) or in charge of similar responsibilities from April 2021 to April 2025; Member of the Board of Directors from June 2021 to June 2024; and General Manager of Corporate Secretariat from June 2018 to June 2021. He concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
Ms. Natsumi Akita has been Senior Managing Corporate Executive / Group Chief Culture Officer (Group CCuO) and Group Chief Branding Officer (Group CBO) or in charge of similar responsibilities since December 2022 and April 2024, respectively. Previously, she had been Group Chief People Officer (Group CPO) from May 2022 to April 2024; Vice President of Marketing Division of Adobe Inc. from April 2018 to May 2022; Senior Director of Marketing Division of Adobe Inc. from April 2017 to April 2018; and Vice President of Japan Region of Mastercard Inc. from November 2015 to April 2017. She concurrently serves as Managing Executive Officer of Mizuho Bank, Ltd. and Mizuho Trust & Banking Co., Ltd.
No family relationship exists among any of the directors and Corporate Executives.
6.B. Compensation
As a Company with Three Committees under the Companies Act, compensation for each individual director and executive officer as defined in the Companies Act, including bonuses, retirement allowances, incentive stock options, performance payments and stock compensation, needs to be determined at the Compensation Committee, which is required to consist of at least three directors and the majority of which is required to consist of outside directors. See “Item 6. C. Board Practices” for more information regarding Mizuho Financial Group’s corporate governance.
The aggregate compensation paid by Mizuho Financial Group and its subsidiaries to the directors and executive officers as defined in the Companies Act of Mizuho Financial Group for the fiscal years ended March 31, 2025 (base compensation, Stock Compensation I (paid or expected to be paid at the time of retirement) and others) and March 31, 2024 (Short-term Incentive Compensation and Stock Compensation II (paid during the term in office)) are shown in the following table:
| Aggregate Amounts of Compensation by Type (in millions of yen) | ||||||||||||||||||||||||||||||
| For the fiscal year ended March 31, 2025 |
For the fiscal year ended March 31, 2024 |
|||||||||||||||||||||||||||||
| Classification |
|
Aggregate Amount of Compensation (in millions of yen) |
Base Compensation |
Stock Compensation I (paid or expected to be paid at the time of retirement) |
Other | Short-term Incentive Compensation |
Stock Compensation II (paid during the term in office) |
Other | ||||||||||||||||||||||
| Directors |
Amount | 371 | 253 | 57 | 0 | — | — | 59 | ||||||||||||||||||||||
| Number of Persons |
11 | 11 | 10 | 11 | — | — | 1 | |||||||||||||||||||||||
| Executive officers as defined in the Companies Act |
Amount | 1,858 | 802 | 161 | 1 | 459 | 434 | — | ||||||||||||||||||||||
| Number of Persons |
23 | 20 | 20 | 20 | 20 | 20 | — | |||||||||||||||||||||||
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Notes:
| (1) | Fractions are rounded down. |
| (2) | With respect to the number of persons, the directors and executive officers as defined in the Companies Act who were actually paid or expected to be paid for the fiscal years ended March 31, 2024 and 2025 are stated. |
| (3) | With respect to the amounts, the aggregate amounts paid or expected to be paid for the fiscal years ended March 31, 2024 and 2025 are stated. |
| (4) | The aggregate compensation paid to directors who concurrently serve as executive officers as defined in the Companies Act is included in the above table as those of “Executive officers as defined in the Companies Act.” |
| (5) | The number of directors in the “Base Compensation” column for the fiscal year ended March 31, 2025 includes one director who retired on June 26, 2024. The number of executive officers as defined in the Companies Act for the compensation for the fiscal year ended March 31, 2024 includes three executive officers as defined in the Companies Act who resigned on April 1, 2024. |
| (6) | With respect to Stock Compensation I for the directors and the executive officers as defined in the Companies Act, the amounts given are obtained by multiplying the stock ownership points granted by the Compensation Committee of Mizuho Financial Group in July 2024 based on the functions and responsibilities of each of the Officers, as the stock ownership points granted for the fiscal year ended March 31, 2025 (one (1) point translates into one (1) share of common stock of Mizuho Financial Group) by the book value of Mizuho Financial Group stock (¥3,441.557 per share). |
| (7) | The condolence money premiums subsidies concerning the fiscal year ended March 31, 2025 are included in the above table under the “Other” column for the fiscal year ended March 31, 2025, which are based on the decision by the Compensation Committee. |
| (8) | The metric for such Short-term Incentive Compensation and Stock Compensation II for the fiscal year ended March 31, 2024 was our consolidated net business profits and net gains or losses related to ETFs and others and consolidated net income and consolidated ROE and expense ratio. The target amount and result of consolidated ROE metric were 7.0% and 7.6%, respectively. The target amount and results of the consolidated net business profits and net gains or losses related to ETFs and others metric were ¥900.0 billion and ¥1,005.8 billion, respectively. The target amount and results of the consolidated net income metric were ¥610.0 billion and ¥678.9 billion, respectively. |
| (9) | With respect to the Short-term Incentive Compensation for executive officers as defined in the Companies Act, the amounts decided by the Compensation Committee of Mizuho Financial Group in July 2024 as the Short-term Incentive Compensation for the fiscal year ended March 31, 2024 are stated. |
| (10) | With respect to Stock Compensation II for the executive officers as defined in the Companies Act, the amounts given are obtained by multiplying the stock ownership points granted by the Compensation Committee of Mizuho Financial Group in July 2024 based on each position and performance, as the stock ownership points granted for the fiscal year ended March 31, 2024 by the book value of Mizuho Financial Group stock (¥3,441.557 per share). Stock Compensation II for the fiscal year ended March 31, 2024 is expected to be paid as deferred payments over three years from the fiscal year ending March 31, 2026. |
| (11) | With respect to the “Other” column for the fiscal year ended March 31, 2024, the amount of fixed compensation paid in deferral is stated. The fixed compensation paid in deferral is a system whereby the decision to pay a portion of the fixed compensation is deferred and can be reduced or forfeited in accordance with the performance of Mizuho Financial Group and other factors. |
| (12) | Because the amount of the Short-term Incentive Compensation and Stock Compensation II to be paid with respect to the fiscal year ended March 31, 2025 has not yet been determined at present, the aggregate compensation above does not include the amount of such Short-term Incentive Compensation and Stock Compensation II; however, the necessary reserve is recorded for accounting purposes. |
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Listed companies in Japan are required under the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc., to disclose the compensation provided to their directors, audit & supervisory board members and executive officers as defined in the Companies Act for the relevant fiscal year if the aggregate annual compensation per director / audit & supervisory board member / executive officer as defined in the Companies Act equals or exceeds ¥100 million (including any compensation provided by major subsidiaries of such listed company as directors and audit & supervisory board members of such subsidiaries). The following table sets forth the relevant information that Mizuho Financial Group has disclosed pursuant to such regulations:
| Name (Classification) |
Aggregate Amount of Compensation (in millions of yen) |
Company | Aggregate Amounts of Compensation by Type (in millions of yen) | |||||||||||||||||||||||||||
| For the fiscal year ended March 31, 2025 |
For the fiscal year ended March 31, 2024 |
|||||||||||||||||||||||||||||
| Base Compensation |
Stock Compensation I (paid or expected to be paid at the time of retirement) |
Other | Short-term Incentive Compensation |
Stock Compensation II (paid during the term in office) |
Other | |||||||||||||||||||||||||
| Masahiro Kihara (Executive officer as defined in the Companies Act) |
237 | Mizuho Financial Group | 70 | 20 | 0 | 55 | 67 | — | ||||||||||||||||||||||
| Mizuho Bank | 3 | 1 | — | 3 | 3 | — | ||||||||||||||||||||||||
| Mizuho Trust & Banking | 1 | 0 | — | 1 | 1 | — | ||||||||||||||||||||||||
| Mizuho Securities | 2 | 0 | — | 1 | 2 | — | ||||||||||||||||||||||||
| Seiji Imai (Director) |
146 | Mizuho Financial Group | 70 | 16 | 0 | — | — | 59 | ||||||||||||||||||||||
| Hidekatsu Take (Executive officer as defined in the Companies Act) |
100 | Mizuho Financial Group | 19 | 4 | 0 | 8 | 7 | — | ||||||||||||||||||||||
| Mizuho Bank | 29 | 6 | — | 12 | 11 | — | ||||||||||||||||||||||||
Note:
| (1) | Fractions are rounded down. |
| (2) | An executive officer as defined in the Companies Act who concurrently serves as a director is indicated as Executive officer as defined in the Companies Act. |
| (3) | With respect to the “Other” column for the fiscal year ended March 31, 2024, the amount of fixed compensation paid in deferral is stated. The fixed compensation paid in deferral is a system whereby the decision to pay a portion of the fixed compensation is deferred and can be reduced or forfeited in accordance with the performance of Mizuho Financial Group and other factors. |
Mizuho Financial Group and some of its subsidiaries, including the former Mizuho Bank and the former Mizuho Corporate Bank, abolished their respective retirement allowance programs for directors, audit & supervisory board members and officers. At the ordinary general meeting of shareholders held in June 2008, Mizuho Financial Group and such subsidiaries obtained shareholders’ approval for a payment of lump sum retirement allowances for directors and audit & supervisory board members (other than those elected after such shareholders’ meeting) at the time of their respective retirement.
In conjunction with the abolishment of the retirement allowance program, Mizuho Financial Group obtained shareholders’ approval for the introduction of stock acquisition rights for directors (excluding outside directors) at the ordinary general meeting of shareholders held on June 26, 2008. On January 30, 2009, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 5,409 stock acquisition rights on February 16, 2009. As the directors of Mizuho Financial Group, the directors received 435 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until February 16, 2029. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥190,910 as of March 31, 2025.
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On September 3, 2009, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 5,835 stock acquisition rights on September 25, 2009. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until September 25, 2029. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥168,690 as of March 31, 2025.
On July 30, 2010, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 6,808 stock acquisition rights on August 26, 2010. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until August 26, 2030. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥119,520 as of March 31, 2025.
On November 18, 2011, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 12,452 stock acquisition rights on December 8, 2011. As the directors of Mizuho Financial Group, the directors received 500 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until December 8, 2031. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥91,840 as of March 31, 2025.
On July 31, 2012, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 11,776 stock acquisition rights on August 31, 2012. As the directors of Mizuho Financial Group, the directors received 498 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until August 31, 2032. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥113,250 as of March 31, 2025.
On January 31, 2014, the Board of Directors resolved to issue stock acquisition rights to directors and executive officers, and subsequently allotted an aggregate of 7,932 stock acquisition rights on February 17, 2014. As the directors of Mizuho Financial Group, the directors received 184 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until February 17, 2034. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥192,610 as of March 31, 2025.
On May 14, 2014, the Board of Directors determined to delegate to the President & CEO the authority to determine to issue stock acquisition rights to directors and executive officers, provided that Mizuho Financial Group would transform from a Company with Audit & Supervisory Board into a Company with Three Committees. Later, on June 24, 2014, the transformation was approved at the ordinary general meeting of shareholders.
On November 14, 2014, the President & CEO determined to issue stock acquisition rights to directors and executive officers and subsequently allotted an aggregate of 9,602 stock acquisition rights on December 1, 2014. As the directors of Mizuho Financial Group, the directors received 126 stock acquisition rights. Each stock acquisition right represents a right to purchase 100 shares of the common stock at ¥1 per share of common stock. The period during which the stock acquisition rights may be exercised shall be until December 1, 2034. Their exercise is conditioned on the holder losing his or her status as director or executive officer. The book value of each stock acquisition right was ¥186,990 as of March 31, 2025.
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Mizuho Financial Group’s Compensation Committee resolved, at the meeting held on May 15, 2015, to discontinue the incentive stock option program along with the introduction of performance payments and stock compensation for directors and officers. In addition, the Compensation Committee resolved, at the meeting held on June 14, 2018, to amend the compensation system in order to further clarify the linkage between business performance and compensation. For further information on the current compensation system, including performance payments and stock compensation, see “Mizuho Financial Group Basic Policy for Executive Compensation” below.
“Mizuho Financial Group Basic Policy for Executive Compensation”
Mizuho Financial Group set out the “Mizuho Financial Group Basic Policy for Executive Compensation” (the “Basic Policy for Executive Compensation”) concerning the determination of compensation for each individual director and executive officer (the “Officers”) of Mizuho Financial Group as well as Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities (the “Three Core Companies”).
Basic Principle
Executive compensation shall be provided as compensation for the responsibilities assigned to and the performance of each of the Officers, and function as an incentive for each of the Officers to exercise their designated function to the fullest in our effort to realize management that contributes to value creation for various stakeholders and improve corporate value through continuous and stable corporate growth, based on our basic management policies under our corporate philosophy.
Executive Compensation System
| 1. | Executive compensation for each of the Officers shall be determined based on a pre-determined executive compensation system. |
| 2. | The executive compensation system shall include systems and rules related to, among other factors, payment compensation standard (standard amounts), structure (such as fixed and variable portions), form (such as cash or stocks) and timing (such as regular payment or payment at resignation). |
| 3. | The executive compensation system shall be established in accordance with both domestic and foreign rules and guidelines concerning executive compensation. |
| 4. | The executive compensation system shall reflect our economic and social environment as well as our group’s medium- and long-term business performance, and we shall establish our system appropriately by referring to such systems of other companies, including our competitors, in its establishment. |
Control
| 1. | Part of an Officer’s executive compensation shall be provided on a deferred payment basis over multiple years in order to mitigate risks stemming from actions taken for short-term gains that are excessively risky or could compromise value creation for various stakeholders. |
| 2. | We shall introduce, as necessary, methods to decrease or compel forfeiture of such deferred amounts or to compel forfeiture of, in whole or in part, compensation already paid. In addition, we have established and maintain a separate compensation recovery policy called the “Recovery Policy for Executive Compensation” based on Section 303A.14 of the New York Stock Exchange Listed Company Manual. |
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Governance
| 1. | In order to effectively secure objectivity, appropriateness and fairness with respect to executive compensation, the Compensation Committee shall determine important related matters such as this policy, the design of the executive compensation system and the executive compensation for each of director and executive officer as defined in the Companies Act. |
| 2. | All members of the Compensation Committee shall be in principle appointed from among outside directors (or at least non-executive directors), and the Chairperson thereof shall be an outside director. |
Disclosure
In order to effectively secure transparency with respect to executive compensation, this policy, the executive compensation system and executive compensation that has been decided, shall be disclosed in a lawful, appropriate manner through suitable means.
Compensation System
Compensation for our Officers shall consist of Base Compensation and Incentive Compensation. Details of the compensation type, performance linkage, payment timing and payment method of each compensation type are shown in the chart below.
The proportion of each type of compensation for Officers is determined according to the functions and responsibilities of each of the Officers and the proportion of Incentive Compensation is determined so as to maximize the proportion of the Group CEO’s compensation. From the perspective of ensuring the effectiveness of the supervisory function, compensation for non-executive officers responsible for management supervision shall, in principle, consist of only Base Compensation and Stock Compensation I, with respect to which the details of the payment is not changed due to, among other reasons, our business results, and such composition shall be, in principle, 85% and 15%, respectively.
«Composition of Compensation»
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| 1. | Payment will be made monthly in cash in accordance with the roles and responsibilities of each of the Officers. |
| 2. | Payment in accordance with the roles and responsibilities of each of the Officers as an incentive to increase corporate value over the medium- to long-term and for other purposes. |
| 3. | Payment in accordance with level of achievement of financial indicators emphasized by the Mizuho Financial Group and the evaluation of indicators related to stakeholders as an incentive to increase corporate value over the medium- to long-term and for other purposes. |
| 4. | Payment in accordance with level of achievement of financial indicators emphasized by the Mizuho Financial Group and the evaluation of individual performance as an incentive for fiscal year performance to increase corporate value. |
| 5. | Deferred payment over three years starting the fiscal year after next for payments above a certain amount. |
| 6. | A system has been adopted that enables malus (forfeiture of compensation remaining unpaid) and clawback (request for return of compensation) by resolution of the Compensation Committee depending on the performance of the group or the individual. |
| • | Matters regarding corporate performance linked compensation and others |
Stock Compensation II and Short-term Incentive Compensation, which are categorized as corporate performance linked compensation and others, shall be determined by multiplying the base amount, which is determined based on the functions and responsibilities of each of the Officers, by a corporate performance linked factor.
The corporate performance linked factor for Stock Compensation II shall be determined by the Compensation Committee within the range of 0% to 150% based on target achievement rates for medium- to long-term performance indicators, with respect to which the evaluation axes are “Finance of Mizuho Financial Group,” “Customers,” “Economy and society” and “Employees.” For the medium-to long-term performance indicators, we selected “Consolidated ROE” (which indicates management efficiency), “Consolidated Net Business Profits + Net gains or losses related to ETFs and others” (which indicates the profitability of the core operations) and “Total Shareholder Return (TSR)” (which indicates overall shareholder returns), with respect to which the evaluation axis is “Finance of Mizuho Financial Group.” In addition, we selected, among others, “Sustainable finance amount” (which indicates the outcome of responding to capital demand for resolution of environmental and societal issues), “Assessments by ESG rating agencies” (which indicates the objective assessments of sustainability promotion structure) and “Engagement score” and “Inclusion score” (which indicate the status of human capital enhancement and corporate culture transformation), with respect to which the evaluation axes are “Customers,” “Economy and society” and “Employees.”
The corporate performance linked factor for Short-term Incentive Compensation shall be determined by the Compensation Committee within the range of 0% to 150% based on the figure calculated by multiplying (i) the factor of the evaluation based on the target achievement rates for short-term performance indicators we selected, with respect to which the evaluation axis is “Finance of Mizuho Financial Group” (the “short-term performance indicators” and, along with the evaluation using such indicators, hereinafter the “evaluation of short-term performance indicators”) by (ii) the evaluation factor based on individual evaluation of each Officer. For the short-term performance indicators, we selected the “Profit Attributable to Owners of Parent” (which is the final result of management’s performance) and the “Gross Profit RORA” (which indicates the management’s efficiency), with respect to which the evaluation axis is “Finance of Mizuho Financial Group.” In addition, individual evaluation shall be conducted based on perspectives of evaluation to be set based on the functions and responsibilities of each of the Officers. In the case of the Group CEO, the factor of the evaluation of short-term performance indicators fluctuates within the range of 0% to 140%, the individual evaluation factor fluctuates within the range of 0% to 110%, and the evaluation factor for the short-term performance indicators and individual evaluation is capped at 150%.
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«Medium- to long-term Incentive Compensation (Stock Compensation II)»
«Short-term Incentive Compensation»
| • | Matters regarding non-monetary compensation (Stock Compensation) |
We have introduced a stock compensation system utilizing a trust (the “System”). The System operates through the Board Benefit Trust (BBT), in which our shares are acquired from the stock market through the trust with the fund we contribute to, which is to be provided to the Officers in accordance with the Rules of Distribution of Officer Shares stipulated. The System consists of Stock Compensation I and Stock Compensation II.
Stock Compensation I refers to the system in which a fixed number of shares is given to an Officer at the time of their resignation, which is determined by the functions and responsibilities of each of the Officers at the time. The system allows for a reduction or forfeiture of the compensation depending on the performance of the group or the individual.
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Stock Compensation II is a system in which deferred payments over three years will be made in the form of shares determined in accordance with, among others, the target achievement rates with regard to the financial indicators and indicators related to stakeholders, which are emphasized by the Group to increase its corporate value over the medium- to long-term. The system allows for a reduction or forfeiture of the deferred compensation depending on the performance of the group or the individual.
The voting rights pertaining to the shares owned by the trust shall not be exercised.
Compensation Determination Process
The Compensation Committee shall determine the executive compensation system, including the compensation system set out in “Compensation System,” taking into account the Basic Policy for Executive Compensation. In addition, in order to ensure fairness and objectivity concerning the compensation for each of the Officers, the Compensation Committee shall determine the compensation for each individual director and executive officer of Mizuho Financial Group as defined in the Companies Act and approve the compensation of each individual director of the Three Core Companies.
The President & CEO, pursuant to this policy and regulations and detailed rules, etc., shall determine the compensation for each executive officer as defined in our internal regulations, and approve the compensation of each individual executive officer of the Three Core Companies.
The Compensation Committee shall verify the validity of the compensation system and standards based on economic and social conditions and survey data with respect to management compensation provided by external specialized organizations.
The Compensation Committee may have officers who are not members of the committee (including officers of the Three Core Companies) such as the President & CEO and external experts, etc., attend its meetings and provide their opinion in order to facilitate adequate and appropriate discussions and determinations.
Revision and Abolishment of the Policy
Revision and abolishment of the Basic Policy for Executive Compensation shall be resolved by the Compensation Committee of Mizuho Financial Group.
6.C. Board Practices
Under the Companies Act, Companies with Three Committees are required to establish a nominating committee, a compensation committee and an audit committee and the majority of the respective committee members must be outside directors, as defined under the Companies Act. Such companies are also required to appoint executive officers as defined in the Companies Act.
Mizuho Financial Group transformed into a Company with Three Committees from a Company with Audit & Supervisory Board in June 2014. We believe that, under the current legal system, a Company with Three Committees is the most effective as a system to realize the basic policy regarding our corporate governance system for the following reasons:
| • | To allow executive officers as defined in the Companies Act to make swift and flexible decisions on business execution delegated by the Board of Directors and to implement business execution, and to allow the Board of Directors to focus on determining matters such as basic management policies and effectively supervising management. |
| • | To secure to the fullest extent possible a checks and balances function that fully utilizes the viewpoints of outside parties and objectively secure appropriateness and fairness in decision-making through members of the Nominating Committee, the Compensation Committee and the Audit Committee, which consist mainly of outside directors. |
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| • | To make possible the creation of systems that are necessary to realize the fundamental perspectives regarding our corporate governance in a form that takes into account what we aim to be and our challenges. |
| • | To be in line with governance systems that are required globally with a strong recognition that we operate globally and are in a position in which we should play a leading role in the industry as a financial group that is a G-SIFI to continue constructing an even stronger governance system that will agilely respond to domestic and global structural changes and overcome a highly competitive environment; and as a result, to allow us to fulfill our social role and mission, which is to realize continuous and stable corporate growth and improved corporate value and shareholder interests and contribute to domestic and global economic and industrial development and prosperity of society, in response to the demands of our stakeholders. |
Pursuant to its articles of incorporation, Mizuho Financial Group has established general meetings of shareholders, individual directors, the Board of Directors, the Nominating Committee, the Compensation Committee, the Audit Committee and an independent accounting auditor as the primary components of its corporate governance system.
Board of Directors
Under the Companies Act, directors are elected by resolution of the general meetings of shareholders, and their term of office ends at the close of the ordinary general meeting of shareholders relating to the fiscal year ending within a year following their appointment.
In addition, under the Companies Act, the duties of the board of directors include making decisions on business execution and supervision of the execution of duties of directors and executive officers as defined in the Companies Act, and by its resolution, it may delegate making decisions on business execution (excluding certain specified matters) to the executive officers as defined in the Companies Act.
The main roles of the Board of Directors are making decisions on business execution such as basic management policies, which are legally matters to be determined solely by the Board of Directors, and supervising the execution of duties by directors and executive officers as defined in the Companies Act. In order to fulfill the roles mentioned above, the Board of Directors shall appropriately establish and supervise the operation of the internal control systems (regarding matters such as risk management, compliance and internal auditing) and risk governance systems of our group. The Board of Directors shall, in principle, delegate to our President & CEO, who is also our Group CEO, decisions on business execution (excluding matters that are legally required to be determined solely by the Board of Directors), for the purpose of realizing swift and flexible decision-making and expeditious corporate management and strengthening the supervision of directors and executive officers as defined in the Companies Act by the Board of Directors.
Pursuant to the articles of incorporation, Mizuho Financial Group may have no more than 15 directors. Mizuho Financial Group maintains the following structure in order to manage the Board of Directors in an effective and stable manner. In light of the role of the Board of Directors to supervise management, (i) outside directors and internal directors who do not concurrently serve as persons performing executive roles (“Internal Non-Executive Directors,” and together with outside directors, “Non-Executive Directors”) comprise a majority of the directors in the Board of Directors and (ii) at least a third of the members of the Board of Directors are outside directors. Currently, the Board of Directors consists of a total of 14 directors (eight outside directors, two Internal Non-Executive Directors and four directors concurrently serving as executive officers as defined in the Companies Act).
The Chairperson of the Board of Directors shall, in principle, be an outside director (or at least a Non-Executive Director) in light of the role of the Board of Directors to supervise management. Currently, Mr. Takashi Tsukioka serves as the Chairperson of the Board of Directors.
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The Board of Directors held 13 meetings in the fiscal year ended March 31, 2025. In particular, the Board discussed the current status of and issues regarding business plans and key strategies, status of the initiatives for sustainability, digital transformation, corporate culture transformation, and stable business operations. The average attendance rate was 99%.
Nominating Committee
Under the Companies Act, the nominating committee is required to consist of at least three directors, and the majority of its members is required to consist of outside directors. The duties of the nominating committee include the determination of the contents of proposals regarding the appointment and dismissal of directors to be submitted to the general meetings of shareholders.
The main roles of the Nominating Committee of Mizuho Financial Group are determining the contents of proposals regarding the appointment and dismissal of directors of Mizuho Financial Group to be submitted to the general meetings of shareholders, exercising the approval rights held by Mizuho Financial Group with respect to the appointment and dismissal of directors of each of the Three Core Companies, and exercising the approval rights held by Mizuho Financial Group with respect to the appointment and removal of representative directors and senior directors of each of the Three Core Companies.
The Chairperson of the Nominating Committee shall be an outside director, and in principle its members shall be appointed from among outside directors (or at least Non-Executive Directors) in order to ensure objectivity and transparency in the appointment of directors. Currently, all members of the Nominating Committee, including the Chairperson, are outside directors. As of June 25, 2025, the members of the Nominating Committee are Mr. Yoshimitsu Kobayashi (Chairperson), Mr. Takashi Tsukioka, Mr. Kotaro Ohno, Mr. Hiromichi Shinohara and Mr. Takakazu Uchida.
The Nominating Committee held 10 meetings in the fiscal year ended March 31, 2025. In particular, the Committee discussed the composition of the Board of Directors of MHFG and the Three Core Companies, aiming to enhance the overall governance of the group, and director nomination and appointment. The average attendance rate was 100%.
Compensation Committee
Under the Companies Act, the compensation committee is required to consist of at least three directors, and the majority of its members is required to consist of outside directors. The duties of the compensation committee include the determination of the compensation for each individual director and executive officer as defined in the Companies Act.
The main roles of the Compensation Committee of Mizuho Financial Group are determining the compensation for each individual director and executive officer as defined in the Companies Act of Mizuho Financial Group, exercising the approval rights held by Mizuho Financial Group regarding compensation of each individual director of the Three Core Companies, and determining the basic policies and compensation system for directors and executive officers of Mizuho Financial Group and the Three Core Companies.
The Chairperson of the Compensation Committee shall be an outside director, and in principle its members shall be appointed from among the outside directors (or at least Non-Executive Directors) in order to ensure objectivity and transparency in the compensation of directors and executive officers. Currently, all members of the Compensation Committee, including the Chairperson, are outside directors. As of June 25, 2025, the members of the Compensation Committee are Mr. Takakazu Uchida (Chairperson), Ms. Yumiko Noda and Ms. Yuki Ikuno.
The Compensation Committee held 7 meetings in the fiscal year ended March 31, 2025. The Committee discussed the verification and review of the group’s executive compensation system (including compensation levels and composition) in light of, among other factors, the group’s management environment and market research, and the determination of various compensation. The average attendance rate was 100%.
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Audit Committee
Under the Companies Act, the audit committee is required to consist of at least three Non-Executive Directors, and the majority of its members is required to consist of outside directors. The duties of the audit committee include the audit of the execution of duties by directors and executive officers as defined in the Companies Act and preparation of audit reports.
The main roles of the Audit Committee of Mizuho Financial Group are auditing the execution of duties by the directors and executive officers as defined in the Companies Act, monitoring and inspecting the establishment and management of the internal control system of Mizuho Financial Group and its subsidiaries, monitoring and inspecting the condition of the execution of duties with respect to corporate management of subsidiaries and others by executive officers as defined in the Companies Act, preparing audit reports, determining the contents of proposals regarding the appointment, dismissal and non-reappointment of accounting auditors to be submitted to the general meeting of shareholders, and making resolutions on important matters related to internal audits, such as the basic policy for internal audits, the basic internal audit plan, budgets of the Internal Audit Group, the entrustment and the remuneration of the Group CAE, and the assignment of the General Manager of the Internal Audit Group.
The Audit Committee audits the legality and appropriateness of the execution of duties by directors and executive officers as defined in the Companies Act and executes its duties through effective coordination with internal control departments, including the Internal Audit Group, the Compliance Group, the Risk Management Group, the Strategic Planning Group, and the Financial Control & Accounting Group, etc., on the premise of the establishment and management of an internal control system of Mizuho Financial Group and its subsidiaries. The Audit Committee shall, whenever necessary, gather information based on its right to collect reports from directors and executive officers as defined in the Companies Act and employees of Mizuho Financial Group and its subsidiaries and investigate business and property of Mizuho Financial Group and its subsidiaries.
Given that it is necessary for the Audit Committee to gather information through internal directors who are familiar with the financial business and related regulations, share information among the Audit Committee and to have sufficient coordination with internal control departments, Mizuho Financial Group shall in principle appoint one or two Internal Non-Executive Directors as full-time members of the Audit Committee. The majority of its members including the Chairperson shall be outside directors. Currently, among the four members of the Audit Committee, one member is appointed among Internal Non-Executive Directors as a full-time member of the Audit Committee, and three members including the Chairperson are appointed among outside directors. As of June 25, 2025, the members of the Audit Committee are Mr. Kotaro Ohno (Chairperson), Mr. Takakazu Uchida, Mr. Masahiko Tezuka and Mr. Hisaaki Hirama.
The Audit Committee held 18 meetings in the fiscal year ended March 31, 2025. In particular, the Committee confirmed the effectiveness of the Structure for Ensuring Appropriate Conduct of Operations (internal control system) and provided relevant opinions. Moreover, the Committee monitored the progress of key strategies in the executive departments, recognition of issues, and efforts to strengthen internal management systems with priority. The average attendance rate was 100%.
The members of the Audit Committee shall meet independence requirements under the U.S. securities laws and regulations as may from time to time be applicable to Mizuho Financial Group. Further, at least one member of the Audit Committee shall be a “financial expert” as defined under U.S. laws.
Mizuho Financial Group has established committees and other organizations on a voluntary basis in addition to the above legally-required three committees as set forth below:
| • | Risk Committee |
The Risk Committee, as an advisory body to the Board of Directors, shall make recommendations to the Board of Directors regarding decision-making and supervision relating to risk governance and supervision of matters such as the status of risk management.
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The Risk Committee shall, in principle, comprise no less than three members who shall be Non-Executive Directors or outside experts. Currently, the Risk Committee comprises an Internal Non-Executive Director, who serves as the Chairperson, two outside directors, and two outside experts.
The Risk Committee held 7 meetings in the fiscal year ended March 31, 2025. In particular, the Committee discussed the selection of top risks, the operational status of the risk appetite framework, the status of comprehensive risk management, the status of sustainability initiatives and business and risk awareness in overseas regions. The average attendance rate was 97%.
| • | IT / Digital Transformation Committee |
The IT / Digital Transformation Committee, as an advisory body to the Board of Directors, shall make recommendations to the Board of Directors regarding decisions and supervision related to IT and digital transformation and supervision of the status of IT risk management.
The IT / Digital Transformation Committee shall, in principle, comprise no less than three members who shall be Non-Executive Directors or outside experts. Currently, the IT / Digital Transformation Committee comprises two outside directors, one of whom serves as the Chairperson, two outside experts, and an Internal Non-Executive Director.
The Committee held 6 meetings in the fiscal year ended March 31, 2025. In particular, the Committee discussed the status of the initiatives for IT and digital transformation, the status of the initiatives for stable business operations, IT risk management and cybersecurity risk management. The average attendance rate was 100%.
| • | Human Resources Review Meeting |
The Human Resources Review Meeting shall deliberate over plans for the appointment and dismissal of Mizuho Financial Group’s executive officers as defined in the Companies Act and plans for the appointment and removal of, and commissioning of Mizuho Financial Group’s executive officers as defined in the Companies Act with special titles, such plans to be decided upon by the Board of Directors.
The Human Resources Review Meeting shall comprise the members of the Nominating Committee and our Group CEO, from the perspective of ensuring transparency and fairness in the appointment of executive officers as defined in the Companies Act.
The Human Resources Review Meeting held 4 meetings in the fiscal year ended March 31, 2025. In particular, the Meeting discussed the succession planning of key executives, and personnel changes for executive line officers in the fiscal year ending March 31, 2026. The average attendance rate was 100%.
| • | Outside Director Session |
The Outside Director Session shall comprise only outside directors, and shall exchange information and share understanding with each other, and provide objective and candid opinions to the management based on the outside directors’ perspectives as outsiders as necessary.
The Outside Director Session held 3 meetings in the fiscal year ended March 31, 2025. In particular, outside directors exchanged opinions each time with the outside directors of the Three Core Companies on permeation of corporate identity, transformation of corporate culture, customer-oriented business conduct and internal audit control systems and global governance. The average attendance rate was 100%.
Executive Officers as defined in the Companies Act
Under the Companies Act, Companies with Three Committees are required to appoint at least one executive officer as defined in the Companies Act by resolution of the board of directors, and its term of office ends at the close
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of the meeting of the board of directors initially convened following the close of the ordinary general meeting of shareholders relating to the fiscal year ending within a year following appointment. Executive officers as defined in the Companies Act shall decide on the business execution delegated by a resolution of the board of directors and implement business execution.
Executive officers as defined in the Companies Act of Mizuho Financial Group take charge of making decisions on business execution delegated by a resolution of the Board of Directors and implementing business execution of Mizuho Financial Group.
Mizuho Financial Group can appoint, as executive officers as defined in the Companies Act, our Group CEO and, in principle, can select and appoint executive officers as defined in the Companies Act from among the heads of In-house Companies and Units and our Group CxOs*, based on the policy that it is necessary to appoint, as executive officers as defined in the Companies Act, people who make decisions on business execution delegated by the Board of Directors as managers of Mizuho Financial Group and who assume a comprehensive role of business execution.
Our President & CEO is responsible for business execution at Mizuho Financial Group.
| * | Reference: |
Group CGO: Group Chief Governance Officer (responsible for corporate planning and management)
Group CFO: Group Chief Financial Officer (responsible for financial strategy and financial management)
Group CRO: Group Chief Risk Officer (responsible for risk governance)
Group CHRO: Group Chief Human Resources Officer (responsible for human resources strategy and human resourcesmanagement)
Group CPO: Group Chief People Officer (responsible for human resources and organizational development)
Group CIO: Group Chief Information Officer (responsible for IT strategy, systems management and systems operations)
Group CPrO: Group Chief Process Officer (responsible for strategy, promotion and management of administrative processes)
Group CCO: Group Chief Compliance Officer (responsible for compliance management)
Group CAE: Group Chief Audit Executive (responsible for internal auditing)
Group CSO: Group Chief Strategy Officer (responsible for group strategy development and promotion)
Group CDO: Group Chief Digital Officer (responsible for digital strategy and innovation promotion)
Group CSuO: Group Chief Sustainability Officer (responsible for sustainability strategy and promotion)
Group CCuO: Group Chief Culture Officer (responsible for corporate culture)
Group CBO: Group Chief Branding Officer (responsible for branding strategy and promotion)
Agreements with Directors, etc.
None of the directors has service contracts with Mizuho Financial Group providing for benefits upon termination of service.
Mizuho Financial Group’s articles of incorporation, in accordance with the Companies Act, allows the company to enter into an agreement with outside directors that limits their liabilities incurred in connection with their service. The limitation of liabilities under such agreement, if the outside director performed his/her duty in good faith without gross negligence, must be the higher of either (i) a pre-determined amount not less than ¥20 million or (ii) the amount prescribed in laws and regulations, which is currently equivalent to two times the annual compensation of such outside director. Pursuant to the provisions in its articles of incorporation, Mizuho Financial Group has entered into such agreements with all of its outside directors that are in office.
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Based on the rules of the Tokyo Stock Exchange, listed companies are required to have at least one member of the board of directors or one member of the audit & supervisory board to be “independent.” Further, companies listed on the Prime Market with independent outside directors being less than one-third of the members of the board must disclose the reason for it. Currently, all of Mizuho Financial Group’s outside directors meet such independence requirements, and the number of Mizuho Financial Group’s independent outside directors meets such ratio requirements.
For additional information on directors and the board practices, see “Item 6.A. Directors and Senior Management-Directors” and “Item 10.B. Additional Information-Memorandum and Articles of Association” in this annual report.
The rights of holders of American Depositary Receipts, or ADRs, which evidence ADSs, including such ADR holders’ rights relating to corporate governance practices, are governed by the deposit agreement, which is included as Exhibit 2.2 to this annual report.
Corporate Governance Practices
Companies listed on the New York Stock Exchange, or NYSE, must comply with certain standards regarding corporate governance under Section 303A of the NYSE Listed Company Manual. However, NYSE-listed companies that are foreign private issuers meeting certain criteria, such as Mizuho Financial Group, are permitted to follow home country practices in lieu of certain provisions of Section 303A, and the company is relying on this exemption. See “Item 16.G. Corporate Governance” for a summary of significant ways in which corporate governance practices of Mizuho Financial Group differ from those followed by NYSE-listed U.S. companies.
6.D. Employees
As of March 31, 2023, 2024 and 2025, we had 51,212, 52,307 and 52,554 employees, respectively, on a consolidated basis, including overseas local staff but excluding advisers and temporary employees. We also had an average of approximately 12,702 temporary employees during the fiscal year ended March 31, 2025.
The following tables show our full-time employees as of March 31, 2025 and the average number of temporary employees for the fiscal year ended March 31, 2025, each broken down based on business segment and geographical location.
| Business segment |
Number of full-time employees |
Average number of temporary employees |
||||||
| Retail & Business Banking Company |
19,595 | 7,056 | ||||||
| Corporate & Investment Banking Company |
4,559 | 360 | ||||||
| Global Corporate & Investment Banking Company |
12,373 | 71 | ||||||
| Global Markets Company |
1,287 | 89 | ||||||
| Asset Management Company |
1,433 | 164 | ||||||
| Others |
13,307 | 4,963 | ||||||
|
|
|
|
|
|||||
| Total |
52,554 | 12,702 | ||||||
|
|
|
|
|
|||||
| Location |
Percentage of full-time employees |
Average percentage of temporary employees |
||||||
| Japan |
75.5 | % | 99.6 | % | ||||
| Americas |
7.1 | % | 0.0 | % | ||||
| Europe |
4.4 | % | 0.3 | % | ||||
| Asia/Oceania (excluding Japan) and others |
13.0 | % | 0.1 | % | ||||
|
|
|
|
|
|||||
| Total |
100 | % | 100 | % | ||||
|
|
|
|
|
|||||
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Most of our full-time non-management employees in Japan are members of a labor union. Outside Japan, some of our employees are members of local unions. We consider our labor relations with employees to be good.
6.E. Share Ownership
Shown below are two types of numbers of shares of Mizuho Financial Group’s common stock held as of March 31, 2025, by its directors and executive officers as defined in the Companies Act (currently in office as of June 25, 2025): One column shows the actual number of shares held; and the other shows the potential number of additional shares to be held (i.e., the number of shares that are scheduled to be delivered equivalent to the stock ownership points granted by the current stock compensation system and upon exercise of the stock acquisition rights granted by the former stock option system).
| Directors |
Actual number of shares held |
Potential number of additional shares to be held |
||||||
| Yoshimitsu Kobayashi |
6,368 | 7,307 | ||||||
| Takashi Tsukioka |
2,251 | 5,190 | ||||||
| Kotaro Ohno |
0 | 2,040 | ||||||
| Hiromichi Shinohara |
0 | 2,040 | ||||||
| Yumiko Noda |
0 | 2,040 | ||||||
| Takakazu Uchida |
749 | 660 | ||||||
| Masahiko Tezuka |
814 | 1,750 | ||||||
| Yuki Ikuno |
0 | 0 | ||||||
| Seiji Imai |
51,430 | 62,033 | ||||||
| Hisaaki Hirama |
24,698 | 25,489 | ||||||
| Masahiro Kihara |
20,351 | 79,037 | ||||||
| Hidekatsu Take |
24,877 | 36,502 | ||||||
| Mitsuhiro Kanazawa |
8,601 | 27,545 | ||||||
| Takefumi Yonezawa |
2,821 | 8,103 | ||||||
| Executive Officers |
Actual number of shares held |
Potential number of additional shares to be held |
||||||
| Masahiro Kihara |
See above | See above | ||||||
| Hidekatsu Take |
See above | See above | ||||||
| Kazutoshi Isogai |
3,845 | 13,273 | ||||||
| Masayuki Sugawara |
25,596 | 33,531 | ||||||
| Noriyuki Sato |
200 | 8,103 | ||||||
| Tatsuya Kurosawa |
3,630 | 825 | ||||||
| Takefumi Yonezawa |
See above | See above | ||||||
| Shiro Shiraishi |
6,904 | 2,259 | ||||||
| Makoto Hitomi |
3,495 | 1,695 | ||||||
| Mitsuhiro Kanazawa |
See above | See above | ||||||
| Minako Nakamoto |
3,146 | 8,103 | ||||||
| Hisashi Kikuchi |
25,732 | 38,945 | ||||||
| Naoshi Inomata |
11,980 | 34,451 | ||||||
| Nobuhiro Kaminoyama |
11,638 | 31,056 | ||||||
| Natsumi Akita |
3,294 | 13,268 | ||||||
None of the directors or executive officers as defined in the Companies Act is the owner of more than one percent of Mizuho Financial Group’s common stock, and no director or executive officer as defined in the Companies Act has voting rights with respect to our common stock that are different from any other holder of our common stock.
For information on our former stock option system and current stock compensation system for directors and executive officers as defined in the Companies Act, see “Item 6.B Compensation.”
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We maintain an employee stock ownership plan under which participating employees of the companies listed below are able to contribute funds deducted from their salary and bonus payments to purchase our shares. The plan administrator makes open-market purchases of our shares for the account of the plan on a monthly basis. The companies contribute matching funds equivalent to 10% of the amounts contributed by the participating employees. The following table shows the number of shares that the plan held as of March 31, 2025:
| As of March 31, 2025 |
||||||
| Plan |
Employer companies |
Number of shares owned |
||||
| Mizuho Employee Stock Ownership Plan |
Mizuho Financial Group | |||||
| Mizuho Bank | ||||||
| Mizuho Trust & Banking | ||||||
| Mizuho Research & Technologies | ||||||
| Mizuho Securities | ||||||
|
|
|
|||||
| Total |
13,911,986 | |||||
|
|
|
|||||
6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
7.A. Major Shareholders
The following table sets forth information about the ten largest holders of shares of our common stock appearing on the register of shareholders as of March 31, 2025:
| As of March 31, 2025 | ||||||||
| Name |
Number of shares owned |
Percentage of outstanding shares(1) |
||||||
| The Master Trust Bank of Japan, Ltd. (trustee account) |
386,515,600 | 15.38 | ||||||
| Custody Bank of Japan, Ltd. (trustee account) |
140,633,350 | 5.60 | ||||||
| JP Morgan Chase Bank 385632 |
61,364,247 | 2.44 | ||||||
| State Street Bank West Client – Treaty 505234 |
49,544,325 | 1.97 | ||||||
| JPMorgan Securities Japan Co., Ltd. |
47,039,617 | 1.87 | ||||||
| State Street Bank and Trust Company 505001 |
46,152,179 | 1.84 | ||||||
| JP Morgan Chase Bank 385781 |
37,161,442 | 1.48 | ||||||
| The Bank of New York Mellon as Depositary Bank for Depositary Receipt Holders |
35,066,188 | 1.40 | ||||||
| Barclays Securities Japan Limited |
30,400,000 | 1.21 | ||||||
| The Nomura Trust and Banking Co., Ltd. (investment trust account) |
30,179,300 | 1.20 | ||||||
|
|
|
|
|
|||||
| Total |
864,056,248 | 34.39 | ||||||
|
|
|
|
|
|||||
| (1) | The percentages of outstanding shares are calculated by excluding 911,164 shares held by us as treasury stock. |
As of March 31, 2025, there were 248 record holders of our common stock with addresses in the United States, whose shareholdings represented approximately 13% of our outstanding common stock, calculated by excluding 911,164 shares held by us as treasury stock, on that date. Because some of these shares were held by brokers or other nominees, the number of record holders with addresses in the United States might not fully reflect the number of beneficial owners in the United States.
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The company is not directly or indirectly owned or controlled by any other corporation, by any government, or by any other natural or legal person or persons severally or jointly.
Our major shareholders do not have different voting rights.
7.B. Related Party Transactions
We and our subsidiary banks had, and expect to have in the future, banking transactions and other transactions in the ordinary course of business with our related parties. Although, for the fiscal year ended March 31, 2025, such transactions included, but were not limited to, call money, loans, deposits, guarantees and foreign exchange transactions, those transactions were immaterial and were made substantially on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and did not involve more than the normal risk of collectability or present other unfavorable features.
During the fiscal year ended March 31, 2025, none of our directors or executive officers as defined in the Companies Act, and none of the close members of their respective families, had any transactions that were material or any transactions that were unusual in their nature or conditions, involving goods, services or tangible or intangible assets, to which we were, are or will be a party, and there were no such transactions proposed as of March 31, 2025.
During the fiscal year ended March 31, 2025, no loans were made to our directors or executive officers as defined in the Companies Act other than loans in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and involving no more than the normal risk of collectability or presenting other unfavorable features.
7.C. Interests of Experts and Counsel
Not applicable.
| ITEM 8. | FINANCIAL INFORMATION |
8.A. Consolidated Statements and Other Financial Information
Financial Statements
Our consolidated financial statements are set forth in this annual report under “Item 18. Financial Statements.”
Legal Proceedings
We are involved in normal collection proceedings initiated by us and other legal proceedings in the ordinary course of our business, none of which is currently expected to have a material adverse effect on our financial condition or results of operations. However, there can be no assurance that an adverse decision in one or more of these lawsuits will not have a material adverse effect.
Shareholder Return Policy
Based on our capital management policy of pursuing the optimum balance between capital adequacy, growth investment and enhancement of shareholder return, we maintain our shareholder return policy of progressive dividends as our principal approach while executing flexible and intermittent share buybacks. In addition, as for the dividends, we will decide based on the steady growth of our stable earnings base, taking a dividend payout ratio of 40% as a guide into consideration. As for share buybacks, we will consider our business results and capital adequacy, our stock price and the opportunities for growth investment in determining the execution.
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Based on the above policy, annual cash dividends for the fiscal year ended March 31, 2025 were ¥140.0 per share of common stock (the interim cash dividend was ¥65.0 per share of common stock and the year-end cash dividend was ¥75.0 per share of common stock, respectively).
We intend to issue dividends twice per year to shareholders recorded in the shareholder register as of March 31 and September 30 in each year as year-end dividends and as interim dividends, respectively, to return profits to shareholders in a timely way.
In accordance with our articles of incorporation, we may decide to issue dividends by a resolution of the Board of Directors unless otherwise stipulated by laws or regulations, or by a resolution of a general meeting of shareholders. Annual cash dividends for the fiscal year ended March 31, 2025 were decided by a resolution of our Board of Directors.
From the fiscal year ending March 31, 2026, we decided to set forth our new shareholder return policy of keeping progressive increase of dividends per share, while executing flexible and intermittent share buybacks. In addition, we aim to increase dividends per share by approximately ¥5.0 each fiscal year, based on and assuming the steady growth of our stable earnings base. We will decide share buybacks, based on our business results, capital adequacy, our stock price and the opportunities for growth investment, using the total payout ratio of 50% or more as a guide.
8.B. Significant Changes
Except as described in this annual report, no significant change in our financial position has occurred since the date of the financial statements included in this annual report.
| ITEM 9. | THE OFFER AND LISTING |
9.A. Listing Details
The principal trading market for our shares of common stock is the Prime Market of the Tokyo Stock Exchange, under the code “8411.” Our shares had been listed on the First Section of the Tokyo Stock Exchange, since our establishment as the holding company of the Mizuho group on March 12, 2003, as the successor to Mizuho Holdings. The trading market was changed to the Prime Market of the Tokyo Stock Exchange as a result of its restructuring effective on April 4, 2022.
Our ADSs have been listed on the New York Stock Exchange since November 8, 2006 and are quoted under the ticker symbol “MFG.”
9.B. Plan of Distribution
Not applicable.
9.C. Markets
See “Item 9.A. The Offer and Listing—Listing Details.”
9.D. Selling Shareholders
Not applicable.
9.E. Dilution
Not applicable.
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9.F. Expenses of the Issue
Not applicable.
| ITEM 10. | ADDITIONAL INFORMATION |
10.A. Share Capital
Not applicable.
10.B. Memorandum and Articles of Association
Objects and Purposes in our Articles of Incorporation
Our corporate purpose, as specified in Article 2 of our articles of incorporation, which is included in this annual report as Exhibit 1.1, is to engage in the following businesses as a bank holding company:
| • | operation and management of bank holding companies, banks, specialized securities companies and other companies which we may own as our subsidiaries under the Banking Act, and any other business incidental thereto; and |
| • | any other business that a bank holding company may engage in under the Banking Act. |
Our Board of Directors
Under the Companies Act (Kaisha Hou) (Act No. 86 of 2005, as amended), because we have adopted the “Company with Three Committees” system, our directors have no power to execute our business except in limited circumstances as permitted by law. If a director also serves concurrently as an executive officer as defined in the Companies Act, then he or she can execute our business in the capacity of executive officer as defined in the Companies Act. There is no provision in our articles of incorporation as to our directors’ power to vote on a proposal, arrangement or contract in which a director is materially interested. The Companies Act, however, requires such director to refrain from voting on such matters at meetings of the board of directors.
The amount of compensation to each our director is determined by the Compensation Committee, which consists of our directors, the majority of whom are outside directors (see “Item 6.C. Board Practices”).
The borrowing powers have been delegated to the executive officers as defined in the Companies Act by the Board of Directors in accordance with the Companies Act.
Neither the Companies Act nor our articles of incorporation set a mandatory retirement age for our directors.
There is no requirement concerning the number of shares an individual must hold to qualify as a director under the Companies Act or our articles of incorporation.
Common Stock
General
Unless otherwise specified, set forth below is information concerning our shares of common stock as of the date hereof, including brief summaries of certain provisions of our articles of incorporation, our share handling regulations and the Companies Act relating to joint stock corporations (kabushiki kaisha) and certain related legislation, all as currently in effect.
Under our articles of incorporation, we are authorized to issue 4,800,000,000 shares of common stock.
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As of March 31, 2025, 2,513,757,794 shares of common stock were issued.
Where relevant to the common stock, provisions of our preferred stock are also described below.
Distribution of Surplus
General
Under the Companies Act, distribution of cash or other assets by a joint stock corporation to its shareholders, including dividends, takes the form of distribution of Surplus (as defined in “—Restriction on Distribution of Surplus”). We are permitted to make distributions of Surplus to our shareholders any number of times per fiscal year, subject to certain limitations described in “—Restriction on Distribution of Surplus.” Under the Companies Act and our articles of incorporation, distributions of Surplus are in principle permitted by a resolution of the Board of Directors as long as our non-consolidated annual financial statements and certain documents for the latest fiscal year fairly present our assets and profit and loss, as required by an ordinance of the Ministry of Justice. Distributions of Surplus are, however, required to be authorized by a resolution of a general meeting of shareholders if the aforementioned condition is not met, and even if the aforementioned condition is met, distribution of Surplus may be authorized by a resolution of a general meeting of shareholders.
Distributions of Surplus may be made in cash or in kind in proportion to the number of shares of common stock held by each shareholder. A resolution of the Board of Directors or a general meeting of shareholders authorizing a distribution of Surplus must specify the kind and aggregate book value of the assets to be distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a distribution of Surplus is to be made in kind, we may, pursuant to a resolution of the Board of Directors or (as the case may be) a general meeting of shareholders, grant the right to our shareholders to require us to make such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant distribution of Surplus must be approved by a special resolution of a general meeting of shareholders (see “—Voting Rights” with respect to a “special resolution”).
Under our articles of incorporation, the record date for annual dividends and interim dividends is March 31 and September 30, respectively, in each year. In Japan, the “ex-dividend date” (the date from which purchasers of shares through Japanese stock exchanges will not be entitled to the dividends to be paid to registered shareholders as of any record date) and the record date for dividends precede the date of determination of the amount of the dividend to be paid. The ex-dividend date of the shares of common stock is generally the first business day prior to the record date.
Restriction on Distribution of Surplus
Payment of annual dividends on shares of common stock is subject to the prior payment of annual preferred dividends on the shares of any series of preferred stock. Payment of an interim dividend on shares of our common stock is also subject to the prior payment of an interim preferred dividend of one-half the annual preferred dividend amount on the shares of any series of preferred stock. In making a distribution of Surplus, we must set aside in our additional paid-in capital and/or legal reserve an amount equal to one-tenth of the amount of Surplus so distributed, until the sum of its additional paid-in capital and legal reserve reaches one-quarter of its stated capital.
The amount of Surplus at any given time must be calculated in accordance with the following formula:
A + B + C + D - (E + F + G)
In the above formula:
“A” = the total amount of other capital surplus and other retained earnings, each such amount being that appearing on our non-consolidated balance sheet as of the end of the last fiscal year
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“B” = (if we have disposed of our treasury stock after the end of the last fiscal year) the amount of the consideration for such treasury stock received by us less the book value thereof
“C” = (if we have reduced our stated capital after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to additional paid-in capital or legal reserve (if any)
“D” = (if we have reduced our additional paid-in capital or legal reserve after the end of the last fiscal year) the amount of such reduction less the portion thereof that has been transferred to stated capital (if any)
“E” = (if we have cancelled our treasury stock after the end of the last fiscal year) the book value of such treasury stock
“F” = (if we have distributed Surplus to our shareholders after the end of the last fiscal year) the total book value of the Surplus so distributed
“G” = certain other amounts set forth in an ordinance of the Ministry of Justice, including:
| • | if we have reduced Surplus and increased our stated capital, additional paid-in capital or legal reserve after the end of the last fiscal year, the amount of such reduction; and |
| • | if we have distributed Surplus to shareholders after the end of the last fiscal year, the amount set aside in our additional paid-in capital or legal reserve, if any, as required by ordinances of the Ministry of Justice. |
The aggregate book value of Surplus distributed by us may not exceed a prescribed distributable amount (the “Distributable Amount”), as calculated on the effective date of such distribution. The Distributable Amount at any given time shall be the amount of Surplus less the aggregate of (a) the book value of our treasury stock, (b) the amount of consideration for any of our treasury stock disposed of by us after the end of the last fiscal year and (c) certain other amounts set forth in an ordinance of the Ministry of Justice, including (if the sum of one-half of our goodwill and deferred assets exceeds the total of the stated capital, additional paid-in capital and legal reserve, each such amount being the amount in our non-consolidated balance sheet as of the end of the last fiscal year) all or certain part of such exceeding amount as calculated in accordance with the ordinances of the Ministry of Justice.
If we have become at our option a company with respect to which its consolidated balance sheet should also be considered in the calculation of the Distributable Amount (renketsu haito kisei tekiyo kaisha), we shall further deduct from the amount of Surplus the excess amount, if any, of (x) the total amount of the shareholders’ equity appearing on our non-consolidated balance sheet as of the end of the last fiscal year and certain other amounts set forth by an ordinance of the Ministry of Justice over (y) the total amount of the shareholders’ equity and certain other amounts set forth by an ordinance of the Ministry of Justice appearing on our consolidated balance sheet as of the end of the last fiscal year. We did not opt for becoming such a company with respect to the fiscal year ended March 31, 2025.
If we have prepared interim financial statements as described below, and if such interim financial statements have been approved by the Board of Directors or (if so required by the Companies Act) by a general meeting of shareholders, then the Distributable Amount must be adjusted to take into account the amount of profit or loss, and the amount of consideration for any of our treasury stock disposed of by us, during the period in respect of which such interim financial statements have been prepared. We may prepare non-consolidated interim financial statements consisting of a balance sheet as of any date subsequent to the end of the last fiscal year and an income statement for the period from the first day of the current fiscal year to the date of such balance sheet. Interim financial statements so prepared by us must be audited by our corporate auditors and/or outside accounting auditor, as required by an ordinance of the Ministry of Justice.
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Capital and Reserves
We may reduce our additional paid-in capital or legal reserve generally by resolution of a general meeting of shareholders and, if so decided by the same resolution, may account for the whole or any part of the amount of such reduction as stated capital. On the other hand, we may reduce our stated capital generally by special resolution of a general meeting of shareholders and, if so decided by the same resolution, may account for the whole or any part of the amount of such reduction as additional paid-in capital or legal reserve. In addition, we may reduce our Surplus and increase either (i) stated capital or (ii) additional paid-in capital and/or legal reserve by the same amount, in either case by resolution of a general meeting of shareholders.
Stock Splits
We may at any time split shares of common stock into a greater number of shares of common stock by determination by executive officers as defined in the Companies Act under the authority delegated by resolution of the Board of Directors. When a stock split is to be made, so long as our only class of outstanding stock is the common stock, we may increase the number of authorized shares in the same ratio as that of such stock split by amending our articles of incorporation, of which amendment may be effected by resolution of the Board of Directors without approval by shareholders.
Share Consolidation
We may at any time consolidate shares of common stock into a smaller number of shares of common stock by special resolution of a general meeting of shareholders. When a share consolidation is to be made, we must give public notice at least two weeks (or, in the case where any fractions of shares are left as a result of the share consolidation, 20 days) prior to the effective date of the share consolidation. We must disclose the reason for the share consolidation at the general meeting of shareholders.
Unit Share System
We have adopted the unit share system under which shareholders will have one voting right for each unit of shares consisting of 100 shares held by them at general meetings of shareholders or at meetings of holders of a particular class of shares, and shares constituting less than a full unit will carry no voting rights. See “—Preferred Stock—Voting Rights” for information on the voting rights that holders of preferred stock may have at general meetings of shareholders. Our articles of incorporation provide that the holders of shares constituting less than a full unit will not have shareholder rights, except for those specified in an ordinance of the Ministry of Justice which include rights (i) to receive dividends, (ii) to receive cash or other assets in case of a consolidation or split of shares, share exchange or share transfer, or merger or (iii) to be allotted rights to subscribe for free for new shares and stock acquisition rights when such rights are granted to shareholders. Holders of shares constituting less than a full unit may at any time request us to purchase such shares constituting less than a full unit (a) at the current market price as determined pursuant to the Companies Act in cases of such shares having a market price (such as our common stock) or (b) at the price as determined through negotiations between the holders of shares constituting less than a full unit and us in cases where such shares have no market price (such as our preferred stock), which request may not be withdrawn without our consent. In addition, holders of shares constituting less than a full unit may require us to sell them such number of shares, which, when combined with the number of shares already held by such holder, shall constitute a whole unit of shares; provided that we will be obliged to comply with such request only when we own a sufficient number of shares to accommodate such request. As prescribed in our share handling regulations, such requests shall be made through an account managing institution at which such shareholder has its account and Japan Securities Depository Center, Inc. (“JASDEC”) pursuant to the rules of JASDEC, without going through the notification procedure required for the exercise of shareholders’ rights entitled regardless of record dates as described in “—Transfer of Shares.” The executive officers as defined in the Companies Act under the authority delegated by the Board of Directors may reduce the number of shares constituting one unit of shares or cease to use the unit share system by amendments to the articles of incorporation without a special resolution of the general meeting of shareholders which would otherwise be required.
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General Meetings of Shareholders
The ordinary general meeting of shareholders shall be held no later than three months from the last day of each business year and is normally held in June of each year. In addition, we may hold an extraordinary general meeting of shareholders whenever necessary. The record date for an ordinary general meeting of shareholders is March 31 of each year.
Under the Companies Act and our articles of incorporation, we shall take electronic provision measures (the “Electronic Provision”) for the information contained in the reference materials, etc., for our general meetings of shareholders.
The notice for a general meeting of shareholders must set forth the place, the time, the purpose thereof and the information in the reference materials, etc., for a general meeting of shareholders being provided through the Electronic Provision and the URL of the website used for the Electronic Provision, and must be given to each shareholder having voting rights (or, in the case of a non-resident shareholder, to its standing proxy or mailing address in Japan) at least two weeks prior to the date set for the meeting. The information in the reference materials, etc., for a general meeting of shareholders must be posted on a website from the earlier of the date three weeks prior to the date set for the meeting or the date on which the notice for the meeting is dispatched until the date on which three months have elapsed from the meeting. In general, any shareholder is entitled to request printed paper copies of the information in the reference materials, etc., for a general meeting of shareholders by the record date for voting rights of the relevant general meeting of shareholders.
Any shareholder holding at least 300 voting rights or 1% of the total number of voting rights for six months or longer may propose a matter to be considered at a general meeting of shareholders, and request to include the proposal in a notice for a general meeting of shareholders, by submitting a request to a representative executive officer at least eight weeks prior to the date of such meeting. However, the number of proposals that such shareholder may request to be included in such notice is limited up to 10 proposals, and we are able to decline to include the excessive proposals in such notice in the case where the number of proposals requested by each shareholder exceeds 10. Any of the minimum percentages, time periods and number of voting rights necessary for exercising the minority shareholder rights described above may be decreased or shortened if our articles of incorporation so provide.
Voting Rights
Our shareholders have one voting right for each unit of shares held by them (regarding the voting rights held by holders of preferred stock, see “—Preferred Stock—Voting Rights”).
Except as otherwise provided by law or in our articles of incorporation, a resolution shall be adopted at a general meeting of shareholders by a majority of the voting rights held by the shareholders present at the meeting. Our articles of incorporation provide that the quorum for election of directors is one-third of the total number of voting rights. Our shareholders are not entitled to cumulative voting in the election of directors. A shareholder may exercise its voting rights in writing or through a proxy, provided that the proxy shall also be a holder of our shares having voting rights at such meeting.
The Companies Act provides that certain important matters shall be approved by a “special resolution” of a general meeting of shareholders. Under our articles of incorporation, the quorum for a special resolution is one-third of the total number of voting rights, and the approval of not less than two-thirds of the voting rights held by the shareholders present at the meeting is required for adopting a special resolution. Such important matters include:
| 1. | any amendment to our articles of incorporation (except for such amendments that may be authorized by executive officers as defined in the Companies Act under the authority delegated by the board of |
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| directors under the Companies Act such as (i) an increase of the number of authorized shares in the same ratio as that of a stock split, (ii) a reduction of the number of shares per unit of shares and (iii) abolishing the unit share system); |
| 2. | our dissolution, merger or consolidation requiring shareholders’ approval; |
| 3. | establishment of a parent and wholly-owned subsidiary relationship by way of a share transfer (kabushiki-iten) or share exchange (kabushiki-kokan), or establishment of a parent and subsidiary relationship by way of a partial share exchange (kabushiki-kofu), requiring shareholders’ approval; |
| 4. | transfer of the whole or a substantial part of our business; |
| 5. | transfer of the whole or a part of our shares in any of our subsidiaries requiring shareholders’ approval; |
| 6. | taking over of the whole of the business of another company requiring shareholders’ approval; |
| 7. | our corporate split requiring shareholders’ approval; |
| 8. | consolidation of shares of common stock; |
| 9. | acquisition of shares of common stock by us from a specific shareholder other than our subsidiary; |
| 10. | distribution of Surplus in kind (except when shareholders are granted the right to require to make such distribution in cash instead of in kind); |
| 11. | issuance or transfer of new shares or existing shares held by us as treasury stock to persons other than the shareholders at a “specially favorable” price; and |
| 12. | issuance of stock acquisition rights (including those incorporated in bonds with stock acquisition rights) to persons other than the shareholders at a “specially favorable” price or under “specially favorable” conditions. |
Liquidation Rights
In the event of our liquidation, the assets remaining after payment of all debts, liquidation expenses, taxes and distributions of residual assets relating to the then outstanding preferred stock will be distributed among holders of common stock in proportion to the respective numbers of shares held by them. Regarding distributions of residual assets relating to the then outstanding preferred stock, see “—Preferred Stock—Liquidation Rights.”
Issue of Additional Shares and Pre-emptive Rights
Holders of the common stock have no pre-emptive rights. Authorized but unissued shares of common stock may be issued at such times and upon such terms as executive officers as defined in the Companies Act under the authority delegated by the Board of Directors determine, subject to the limitations as to the issuance of new shares of common stock at a “specially favorable” price mentioned in “—Voting Rights.”
In the case of an issuance or transfer of shares or stock acquisition rights by way of an allotment to a third party whereby the third party will hold more than 50% of the voting rights of all shareholders, we shall give notice (including a public notice) to our shareholders in advance, and if shareholders who hold one-tenth or more of the voting rights of all shareholders dissent from the third-party allotment, the approval by an ordinary resolution of a general meeting of shareholders is generally required before the payment date for such issuance or transfer pursuant to the Companies Act. In addition, pursuant to the regulations of the stock exchanges in Japan, in the case of an issuance or transfer of shares or stock acquisition rights by way of an allotment to a third party which would dilute the outstanding voting shares by 25% or more or change the controlling shareholder, in addition to a determination by the executive officers as defined in the Companies Act, the approval of the shareholders or an affirmative opinion from a person independent of our management is generally required.
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Executive officers as defined in the Companies Act under the authority delegated by the Board of Directors may, however, determine that shareholders of a particular class of stock shall be given subscription rights to new shares of the same class, in which case they must be given on uniform terms to all shareholders of that class as of a record date of which not less than two weeks’ prior public notice must be given. Each of the shareholders to whom such rights are given must also be given at least two weeks’ prior notice of the date on which such rights expire (but see “—Preferred Stock—Issue of Additional Shares and Pre-emptive Rights” regarding our preferred stock).
Stock Acquisition Rights
We may issue stock acquisition rights (shinkabu yoyakuken). Holders of stock acquisition rights are entitled to acquire shares from us, upon payment of the applicable exercise price, and subject to other terms and conditions thereof. We may also issue bonds with stock acquisition rights (shinkabu yoyakuken-tsuki shasai). The issuance of stock acquisition rights and bonds with stock acquisition rights may be authorized by executive officers as defined in the Companies Act under the authority delegated by the Board of Directors unless it is made at a “specially favorable” price or under “specially favorable” conditions, as described in “—Voting Rights” and subject to the approval of the shareholders or an affirmative opinion from an independent person in certain cases, as described in “—Issue of Additional Shares and Pre-emptive Rights.”
Record Date
As mentioned above, March 31 is the record date for the payment of annual dividends and the determination of shareholders entitled to vote at the ordinary general meeting of shareholders. September 30 is the record date for the payment of interim dividends. In addition, by a determination by executive officers as defined in the Companies Act under the authority delegated by the Board of Directors and after giving at least two weeks’ prior public notice, we may at any time set a record date in order to determine the shareholders who are entitled to certain rights pertaining to our stock.
JASDEC is required to give us notice of the names and addresses of our shareholders, the numbers of shares held by them and other relevant information as of such record date promptly after we set each record date.
Acquisition by Us of Common Stock
We may acquire shares of common stock:
| 1. | by way of purchase on any Japanese stock exchange on which the shares of our common stock are listed or by way of tender offer (in either case pursuant to a resolution of the Board of Directors as long as our non-consolidated annual financial statements and certain documents for the latest fiscal year fairly present our assets and profit and loss, as required by an ordinance of the Ministry of Justice); |
| 2. | from a specific shareholder other than any of our subsidiaries (pursuant to a special resolution of a general meeting of shareholders); or |
| 3. | from any of our subsidiaries (pursuant to a determination by executive officers as defined in the Companies Act under the authority delegated by the Board of Directors). |
In the case of 2. above, any other shareholder may make a request to us to be included as a seller in the proposed purchase, unless the purchase price or any other consideration to be received by the relevant specific shareholder will not exceed the last trading price of the shares on the relevant stock exchange on the day immediately preceding the date on which the resolution mentioned in 2. above was adopted (or, if there is no trading in the shares on the stock exchange or if the stock exchange is not open on such day, the price at which the shares are first traded on such stock exchange thereafter).
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The total amount of the purchase price of shares of common stock may not exceed the Distributable Amount, as described in “—Distribution of Surplus—Restriction on Distribution of Surplus.”
We may hold the shares of common stock acquired, and may generally transfer or cancel such shares by a determination by executive officers as defined in the Companies Act under the authority delegated by the Board of Directors.
Disposal of Shares of Common Stock Held by Shareholders whose Location is Unknown
We are not required to send notices to a shareholder if notices given by us to such shareholder fail to arrive for five consecutive years or more at its address registered in our register of shareholders or otherwise notified to us.
In the above case, if the relevant shareholder also fails to receive dividends on the shares continuously for five years or more at its address registered in our register of shareholders or otherwise notified to us, then we may in general dispose of such shares at their then market price and hold or deposit the proceeds of such disposition on behalf of the relevant shareholder.
Reporting of Substantial Shareholders
The Financial Instruments and Exchange Act and its related regulations require any person who has become, beneficially and solely or jointly, a holder of more than 5% of the total issued shares of capital stock of a company that is listed on any Japanese stock exchange to file a report with the Director of the relevant Local Finance Bureau of the Ministry of Finance within five business days. With certain exceptions, a similar report must also be filed in respect of any subsequent change of 1% or more in the holding or of any change in material matters set forth in any previously filed reports. For the purpose of the reporting requirements mentioned above, shares of capital stock of a company issuable to any person upon conversion of convertible securities or exercise of share subscription warrants or stock acquisition rights by such person are taken into account in determining both the number of shares held by such person and the company’s total issued share capital. Any such report shall be filed with the Director of the relevant Local Finance Bureau of the Ministry of Finance through the Electronic Disclosure for Investors’ Network (EDINET) system.
There are other reporting requirements under the Banking Act. See “Item 4.B. Information on the Company—Business Overview—Supervision and Regulation—Japan—Examination and Reporting Applicable to Shareholders.”
Holding of Shares of Our Common Stock by Foreign Investors
There are no limitations imposed by the laws of Japan, our articles of incorporation or our other constituent documents on the rights of non-residents or foreign shareholders to hold or exercise voting rights on our shares of common stock or preferred stock in general.
For the regulations relating to the acquisition and holding of our shares and voting rights by non-residents of Japan and the inward direct investment by foreign investors under the Foreign Exchange and Foreign Trade Act of Japan(Act No. 228 of 1949, as amended), see “Item 10.D. Exchange Controls.”
Transfer of Shares
At present, JASDEC is the only institution that is designated by the relevant authorities as a clearing house which is permitted to engage in the clearing operations of listed shares under the Act on Book-Entry Transfer of Corporate Bonds, Stocks, etc. (Act No. 75 of 2001, including regulations promulgated thereunder; the “Book-entry Act”). Under the clearing system above, in order for any person to hold, sell or otherwise dispose of listed
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shares, such person must have an account at an account managing institution unless such person has an account at JASDEC. “Account managing institutions” are financial instruments business operators (i.e., securities companies), banks, trust companies and certain other financial institutions which meet the requirements prescribed by the Book-entry Act, and only those financial institutions that meet further stringent requirements of the Book-entry Act can open accounts directly at JASDEC. Under the Book-entry Act, any transfer of shares is effected through book entry, and title to the shares passes to the transferee at the time when the transferred number of the shares is recorded at the transferee’s account at an account managing institution or JASDEC. The holder of an account at an account managing institution or JASDEC is presumed to be the legal owner of the shares held in such account. Under the Companies Act and the Book-entry Act, in order to assert shareholders’ rights to which shareholders as of record dates are entitled (such as the rights to vote at a general meeting of shareholders or receive dividends) against us, a shareholder must have its name and address registered in our register of shareholders. Under the clearing system, such registration is made upon our receipt of necessary information from JASDEC. On the other hand, in order to assert shareholders’ rights to which shareholders are entitled regardless of record dates such as minority shareholders’ rights including the right to propose a matter to be considered at a general meeting of shareholders and to request to include the proposal in a notice for a general meeting of shareholders, except for shareholders’ rights to request us to purchase or sell shares constituting less than a full unit (as described in “—Unit Share System”), upon the shareholder’s request, JASDEC shall issue a notice of certain information, including the name and address of such shareholder, to us. Thereafter, such shareholder is required to present us a receipt of the request of the notice in accordance with our share handling regulations. Under the Book-entry Act, the shareholder shall exercise such shareholders’ right within four weeks after the notice above. Non-resident shareholders are required to appoint a standing proxy in Japan or provide a mailing address in Japan. Each such shareholder must give notice of such standing proxy or mailing address to the relevant account managing institution. Such notice will be forwarded to us through JASDEC. Japanese securities companies and commercial banks customarily act as standing proxies and provide related services for standard fees. Notices from us to non-resident shareholders are delivered to such standing proxies or mailing addresses.
Under the clearing system, shares constituting less than one unit are transferable. Under the rules of the Japanese stock exchanges, however, shares constituting less than one unit do not comprise a trading unit, except in limited circumstances, and accordingly may not be sold on Japanese stock exchanges.
Our transfer agent is Mizuho Trust & Banking, located at 3-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8241, Japan.
The registered holder of deposited shares underlying the ADSs is the depositary for the ADSs. Accordingly, holders of ADSs will not be able to directly assert their shareholders’ rights against us.
Preferred Stock
Unless otherwise specified, the following is a summary of information concerning the shares of our preferred stock as of the date hereof, including brief summaries of the relevant provisions of our articles of incorporation, our share handling regulations and the Companies Act and certain related legislation, all as currently in effect. The detailed rights of our preferred stock are set forth in our articles of incorporation and the resolutions of our Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant series of preferred stock.
General
Under our articles of incorporation, we are authorized to issue 90,000,000 shares of each of the first to fourth series of class XIV preferred stock (provided that the aggregate number of shares authorized to be issued with respect to the four series of class XIV preferred stock may not exceed 90,000,000 shares), 90,000,000 shares
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of each of the first to fourth series of class XV preferred stock (provided that the aggregate number of shares authorized to be issued with respect to the four series of class XV preferred stock may not exceed 90,000,000 shares), 150,000,000 shares of each of the first to fourth series of class XVI preferred stock (provided that the aggregate number of shares authorized to be issued with respect to the four series of class XVI preferred stock may not exceed 150,000,000 shares).
As of March 31, 2025, there was no outstanding preferred stock.
Preferred Dividends
Payment of annual dividends on shares of common stock is subject to the prior payment of the annual preferred dividends on shares of preferred stock. The amount of preferred dividends for each series of the preferred stock is as follows:
| • | Each of the first to fourth series of class XIV preferred stock (currently not in issue) bears an annual non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors at the time of issuance, up to a maximum of ¥1,000 per share, and in the event we pay an interim dividend, holders are entitled to receive one half of such amount per share in preference to common stock. |
| • | Each of the first to fourth series of class XV preferred stock (currently not in issue) bears an annual non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors at the time of issuance, up to a maximum of ¥1,000 per share, and in the event we pay an interim dividend, holders are entitled to receive one half of such amount per share in preference to common stock. |
| • | Each of the first to fourth series of class XVI preferred stock (currently not in issue) bears an annual non-cumulative dividend of the amount to be determined by resolution of the Board of Directors or determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors at the time of issuance, up to a maximum of ¥1,000 per share, and in the event we pay an interim dividend, holders are entitled to receive one half of such amount per share in preference to common stock. |
The amount of any interim preferred dividend will be deducted from the annual preferred dividend payable on preferred stock in respect of the same fiscal year.
No payment of dividends on our preferred stock or any other stock may be made unless we have sufficient Distributable Amount and a resolution to pay such dividend is obtained at the Board of Directors or at the relevant general meeting of shareholders, as the case may be.
Dividends on our preferred stock are non-cumulative. If the full amount of any dividend is not declared on our preferred stock in respect of any fiscal year, holders of our preferred stock do not have any right to receive dividends in respect of the deficiency in any subsequent fiscal year, and we will have no obligation to pay the deficiency or to pay any interest regardless of whether or not dividends are paid in respect of any subsequent fiscal year. The holders of our preferred stock are not entitled to any further dividends or other participation in or distribution of Surplus.
Liquidation Rights
In the event of our voluntary or involuntary liquidation, holders of our preferred stock will be entitled, equally in rank as among themselves and in preference over shares of common stock, to receive a distribution of ¥10,000 per share out of our residual assets upon our liquidation.
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Holders of our preferred stock are not entitled to any further dividends or other participation in or distribution of our residual assets upon our liquidation.
Voting Rights
No holder of preferred stock has a right to receive notice for, or to vote at, a general meeting of shareholders, except as otherwise specifically provided under the Companies Act or other applicable law or our articles of incorporation. Under our articles of incorporation, holders of units of our preferred stock will be entitled to receive notice for, and to vote at, general meetings of shareholders:
| • | from the commencement of any ordinary general meeting of shareholders if an agenda for approval to declare a preferred dividend is not submitted to such meeting (except in the case where a resolution of the Board of Directors to pay the preferred dividends is made pursuant to our articles of incorporation between the last day of the business year and the date of such meeting); or |
| • | from the close of any ordinary general meeting of shareholders if a proposed resolution to declare a preferred dividend is not approved at such meeting, |
until such time as a resolution of the Board of Directors to pay the preferred dividends is made pursuant to our articles of incorporation or a resolution of an ordinary general meeting of shareholders declaring a preferred dividend is approved.
A separate resolution of a meeting of the holders of the preferred stock is required in order to approve the following matters which would prejudice the interests of the holders of the relevant preferred stock:
| (i) | an amendment to the articles of incorporation to add new classes of shares to be issued, alter the terms of the shares or increase the number of authorized number of shares or authorized number of any class of shares, with certain exceptions; |
| (ii) | consolidation or split of shares; |
| (iii) | pro rated allocation of shares or stock acquisition rights to shareholders without any consideration; |
| (iv) | granting pre-emptive rights for new shares or stock acquisition rights to shareholders; |
| (v) | amalgamations or mergers; |
| (vi) | certain corporate splits; |
| (vii) | share exchanges; |
| (viii) | share transfers; |
| (ix) | partial share exchanges; and |
| (x) | other matters set forth in the articles of incorporation. |
Such separate resolution is not required when the articles of incorporation so provide, except in the case of (i) above.
A separate resolution of a meeting of the holders of the common stock is also required in cases where the above matters would prejudice the interests of the holders of the common stock.
Under our articles of incorporation, in cases where a matter to be resolved at an ordinary general meeting of shareholders is required to be approved by such separate resolution, the record date for the relevant meeting of the holders of the common stock or the preferred stock, as the case may be, is the same date as the record date for the ordinary general meeting of shareholders, when is March 31 of each year.
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Ranking
We will not (unless the requisite sanction has been given by holders of preferred stock) create or issue any other shares ranking, as regards order of participation in the profits or assets of us on a liquidation or otherwise, in priority to the preferred stock in issue, but we may issue, without obtaining the consent of holders of the preferred stock in issue, other preferred stock ranking pari passu with the preferred stock in issue as regards the order of such participation in profits or assets of us and carrying such rights as to rates of preferred dividends or terms of conversion as the Board of Directors may determine, subject to the limitations set forth in our articles of incorporation and the Companies Act.
Acquisition of Preferred Stock
We may, if required, subject to regulatory approval, acquire any shares of the preferred stock then outstanding at any time out of the Distributable Amount (as defined in “—Common Stock—Restriction on Distribution of Surplus”). On or after the date to be determined by a resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, we may also acquire all or a portion of each series of the first to fourth series of class XV (currently not in issue) or the first to fourth series of class XVI preferred stock (currently not in issue) at the acquisition price to be determined by a resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock on the date separately determined by a resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors, without consent of the holders of such preferred stock. When a portion of a certain class of preferred stock is acquired, such acquisition shall be made from each holder thereof in number of shares determined by way of a lot or pro rata allocation.
Stock Splits
Our articles of incorporation provide that no stock split, stock consolidation or free distribution of stock shall be made in respect of the preferred stock unless otherwise provided for in any law or regulation.
Issue of Additional Shares and Pre-emptive Rights
Our articles of incorporation provide that no holder of our preferred stock has any pre-emptive right to subscribe for or purchase shares, stock acquisition rights or bonds with stock acquisition rights in the event of an issuance of additional shares or bonds and that no free distribution of stock acquisition rights may be made to the holders of our preferred stock.
Conversion
Our articles of incorporation provide that holders of the first to fourth series of class XIV (currently not in issue) or the first to fourth series of class XV (currently not in issue) preferred stock may, at their option, convert their shares to common stock by requesting us to acquire such shares and issue or transfer common stock to them. Other classes of our preferred stock are non-convertible.
Our articles of incorporation also provide that the first to fourth series of class XIV (currently not in issue) or the first to fourth series of class XV (currently not in issue) preferred stock outstanding on the last day of the acquisition period will be mandatorily acquired by us on the immediately following day (the “mandatory conversion date”) in consideration of shares of common stock of which number shall be calculated at the then-current market price per share of our common stock (the “mandatory conversion price”).
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Acquisition of Preferred Stock without Consideration or in Exchange for Common Stock
In order to enable the relevant preferred stock to meet the criteria for inclusion in Additional Tier 1 capital under the capital adequacy guidelines of the Financial Services Agency under the Basel III rules, the first to fourth series of class XIV (currently not in issue), the first to fourth series of class XV (currently not in issue) and the first to fourth series of class XVI (currently not in issue) preferred stock have the following feature.
In respect of the first and second series of class XIV (currently not in issue), the first and second series of class XV (currently not in issue) and the first and second series of class XVI (currently not in issue) preferred stock, upon the occurrence of an event determined by a resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock as an event where a write-off of the relevant preferred stock or a conversion of the relevant preferred stock into common stock, or financial support or other similar measures taken by a public sector, without which we would become non-viable, is determined to be necessary, we shall mandatorily acquire the relevant preferred stock, in whole, free of consideration, on a date which falls after the occurrence of such event as determined by the resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock and which date shall be separately determined by a resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors after the issuance of the relevant preferred stock, or a date which falls after the occurrence of the relevant certain event and which date shall be determined by the resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due consideration to the capital adequacy requirements applicable to us and other factors.
In respect of the third and fourth series of class XIV (currently not in issue), the third and fourth series of class XV (currently not in issue) and the third and fourth series of class XVI (currently not in issue) preferred stock, upon the occurrence of an event determined by a resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock as an event where a write-off of the relevant preferred stock or a conversion of the relevant preferred stock into common stock, or financial support or other similar measures taken by a public sector, without which we would become non-viable, is determined to be necessary, we shall mandatorily acquire the relevant preferred stock, in whole, on a date which falls after the occurrence of such event as determined by the resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock and which date shall be separately determined by a resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors after the issuance of the relevant preferred stock, or a date which falls after the occurrence of the relevant certain event and which date shall be determined by the resolution of the Board of Directors or a determination by executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due consideration to the capital adequacy requirements applicable to us and other factors, and instead, we shall deliver our own common stock to holders of the relevant preferred stock. In this case, the terms of acquisition, including the number of shares of the common stock to be delivered in exchange for the acquisition of one (1) share of the relevant preferred stock, shall be determined by the resolution of the relevant Board of Directors or the determination by relevant executive officer(s) as defined in the Companies Act under the authority delegated by the Board of Directors relating to the issuance of the relevant preferred stock, giving due consideration to the market price of common stock, the subscription price of the relevant preferred stock and other factors.
10.C. Material Contracts
There were no material contracts entered into by us for the two years preceding the filing of this annual report that were not entered into in the ordinary course of business.
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10.D. Exchange Controls
Foreign Exchange and Foreign Trade Act
The following is a general summary of major Japanese foreign exchange controls regulations applicable to holders of our shares, voting rights or ADSs who are non-residents of Japan or foreign investors, each as described below. The statements regarding Japanese foreign exchange control regulations set forth below are based on the laws and regulations in force and as interpreted by the Japanese authorities as of the date of this annual report and are subject to subsequent changes in the applicable Japanese laws or interpretations thereof. This summary is not exhaustive of all possible foreign exchange controls considerations that may apply to a particular investor, and potential investors are advised to satisfy themselves as to the overall foreign exchange controls consequences of the acquisition, ownership and disposition of our shares, voting rights or ADSs by consulting their own advisors.
The Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of 1949, as amended) and the cabinet orders and ministerial ordinances incidental thereto, collectively the Foreign Exchange Act, set forth, among other matters, the regulations relating to the receipt by non-residents of Japan of payment with respect to shares to be issued by us and the acquisition and holding of our shares and voting rights by non-residents of Japan and the inward direct investment by foreign investors, each as described below. It also applies to the acquisition and holding of ADSs representing authority to exercise our voting rights by foreign investors that constitutes an inward direct investment. Generally, the Foreign Exchange Act currently in effect does not affect the right of a non-resident of Japan to purchase or sell ADSs outside Japan for non-Japanese currency unless such transaction constitutes an inward direct investment and requires prior notification filing.
“Non-residents of Japan” are defined as individuals who are not resident in Japan and corporations whose principal offices are located outside Japan. Generally, the branches and offices of non-resident corporations that are located in Japan are regarded as residents of Japan while the branches and offices of Japanese corporations located outside Japan are regarded as non-residents of Japan.
“Foreign investors” are the following persons who make “inward direct investments,” which are described below:
| • | individuals who are non-residents of Japan; |
| • | judicial persons or other organizations that are organized under the laws of foreign countries or whose principal offices are located outside Japan; |
| • | corporations of which 50% or more of the voting rights are held by (i) individuals who are non-residents of Japan, (ii) judicial persons or other organizations that are organized under the laws of foreign countries or whose principal offices are located outside Japan, (iii) corporations of which 50% or more of the capital are held by such individuals falling within (i) above and/or judicial persons or other organizations falling within (ii) above, and/or (iv) subsidiary corporations (as defined under the Japan’s Companies Act, but excluding judicial persons or other organizations that are organized under the laws of foreign countries or whose principal offices are located outside Japan) of such corporation falling within (iii) above; |
| • | partnerships under the Civil Code of Japan (Act No. 89 of 1896, as amended) established to invest in corporations, limited partnerships for investment under the Limited Partnership Act for Investment of Japan (Act No. 90 of 1998, as amended) or any other similar partnerships under the laws of foreign countries of which (i) 50% or more of the contributions are made by individuals who are non-residents of Japan, judicial persons or other organizations that are organized under the laws of foreign countries or whose principal offices are located outside Japan and/or any other persons or organizations prescribed in the Foreign Exchange Act, or (ii) a majority of the general partners are individuals who are non-residents of Japan, judicial persons or other organizations that are organized under the laws of foreign countries or whose principal offices are located outside Japan and/or any other persons or organizations prescribed in Foreign Exchange Act; and |
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| • | judicial persons or other organizations, a majority of officers (or a majority of officers having the power of representation) of which are individuals who are non-residents of Japan. |
An “inward direct investment” is a certain action defined in the Foreign Exchange Act and includes the following actions conducted by a foreign investor:
| • | acquisition of shares or voting rights of a corporation listed on a Japanese stock exchange (the “listed corporation”), including authority to exercise, either directly or through instructions, such voting rights owned by others, that result in such foreign investor, together with parties that have a special relationship with that foreign investor, holding or having authority to exercise 1% or more of the total issued shares or voting rights; |
| • | acceptance of authority to exercise proxy voting rights on behalf of another shareholder of a listed corporation in respect of certain matters controlling or having material influence on its management (as prescribed in the Foreign Exchange Act), including election or removal of directors or transfer of its business, that result in such foreign investor, together with parties that have a special relationship with that foreign investor, holding or having authority to exercise 10% or more of the total voting rights; |
| • | obtaining consent from another foreign investor holding the voting rights of a listed corporation to exercise, either directly or through instructions, voting rights jointly, that result in such foreign investor obtaining such consent and such other foreign investor making such consent, together with parties that have a special relationship with those foreign investors, respectively, holding or having authority to exercise 10% or more of the total voting rights; |
| • | making consents at the general meeting of shareholders of a listed corporation to certain proposals having material influence on its management (as prescribed in the Foreign Exchange Act), including (a) election of the foreign investor making such consent or its related persons (as defined in the Foreign Exchange Act) as its directors or corporate auditors, or (b) transfer or discontinuation of its business, if such foreign investor, together with parties that have a special relationship with that foreign investor, holds or has authority to exercise 1% or more of the total voting rights. |
Dividends and Proceeds of Sales
Under the Foreign Exchange Act, dividends paid on, and the proceeds of sales in Japan of, shares held by non-residents of Japan may in general be converted into any foreign currency and repatriated abroad. The acquisition of our shares by non-residents of Japan by way of a stock split is not subject to any notification or reporting requirements.
Acquisition of Shares
In general, a non-resident of Japan who acquires shares from a resident of Japan is not subject to any prior filing requirement, although the Foreign Exchange Act empowers the Minister of Finance of Japan to require prior approval for any such acquisition in certain limited circumstances. While such prior approval is not required in general, in the case where a resident of Japan transfers shares of a Japanese company for consideration exceeding 100 million yen to a non-resident of Japan, the resident of Japan that transfers the shares is required to report the transfer to the Minister of Finance of Japan within 20 days from the date of the transfer or the date of the payment for such transfer, whichever is later, unless the transfer is made through a bank or financial instruments business operator licensed or registered under Japanese law.
Inward Direct Investment
Prior Notification Requirements
If a foreign investor intends to consummate an action in respect of a listed corporation that constitutes an inward direct investment as described above, in certain circumstances, such as where the foreign investor is in a country that is not listed on an exemption schedule in the Foreign Exchange Act, or where that listed corporation
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is engaged in certain businesses designated by the Foreign Exchange Act (the “Designated Businesses”), prior notification of the relevant inward direct investment must be filed with the Minister of Finance and any other competent Ministers.
However, a foreign investor seeking to acquire shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, of a listed corporation that constitutes an inward direct investment may be eligible for the exemptions from the prior notification requirement, if certain conditions as described below are met. In the case of an acquisition of shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, of a listed corporation engaged in certain Designated Businesses designated by the Foreign Exchange Act as core sector businesses (the “Core Sector Designated Businesses”), the foreign investor may be generally exempted from the prior notification requirement, if, as a result of such acquisition, the foreign investor, together with parties that have a special relationship with that foreign investor, holds or has authority to exercise less than 10% of the total issued shares or voting rights of such corporation, and such foreign investor complies with certain exemption conditions (the “Exemption Conditions”) (as prescribed in the Foreign Exchange Act), which are generally as follows:
| • | the foreign investor or its closely-related persons (as defined in the Foreign Exchange Act) will not become directors or corporate auditors of such corporation; |
| • | the foreign investor will not make certain proposals (as prescribed in the Foreign Exchange Act) at the general meeting of shareholders, including transfer or discontinuation of the Designated Businesses of such corporation; |
| • | the foreign investor will not access non-public technical information in relation to the Designated Businesses of such corporation, or take certain other actions that may lead to the leak of such non-public technical information (as prescribed in the Foreign Exchange Act); |
| • | the foreign investor will not attend, or not cause any persons designated by it to attend, meetings of such corporation’s board of directors, or meetings of committees having authority to make important decisions, in respect of the Core Sector Designated Businesses of such corporation; and |
| • | the foreign investor will not make, or not cause any persons designated by it to make, proposals to such board or committees or their members in writing or electronic form requesting any response or actions by certain deadlines in respect of the Core Sector Designated Businesses of such corporation. |
Notwithstanding the above, if a foreign investor falls under a category of disqualified investors designated by the Foreign Exchange Act (including (a) investors who have records of certain sanctions due to violations of the Foreign Exchange Act, (b) foreign governments, etc. (as prescribed in the Foreign Exchange Act), and (c) certain investors who are owned by, or have certain other relationships with, foreign governments, etc., excluding those who are accredited by the Minister of Finance), in no event may such foreign investor be eligible for the exemptions described above. On the other hand, if a foreign investor, excluding the disqualified investors described in the foregoing sentence, falls under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Act) and complies with the first three conditions included in the Exemption Conditions as described above, such foreign investor may be eligible for the exemptions, even if, as a result of acquisition of shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, such foreign investor, together with parties that have a special relationship with that foreign investor, holds or has authority to exercise 10% or more of the total issued shares or voting rights of a listed corporation engaged in the Core Sector Designated Businesses.
Pursuant to the amendments to the Foreign Exchange Act which took effect in May 2025 (the “2025 Amendments”), the scope of the above-mentioned disqualified investors, who are not eligible for the exemptions described above, was expanded to include (a) certain foreign investors who have obligations to cooperate with foreign governments, etc. in collecting information pursuant to agreements with foreign governments, etc. or foreign laws and regulations, and (b) certain foreign investors who are owned by, or who have certain other relationships with, the foreign investors set forth in (a) above (collectively, the “Specified Foreign Investors”)
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(each, as prescribed in the Foreign Exchange Act), excluding those who are accredited by the Minister of Finance. In addition, the exemption from the prior notification requirement was amended so as to be inapplicable to the case where a foreign investor equivalent to the Specified Foreign Investor (the “Quasi-Specified Foreign Investor”) (as prescribed in the Foreign Exchange Act), which includes a foreign investor (i) whose managerial decision is made substantially by the foreign investor set forth in (a) above, (ii) whose managerial decision is made in a country other than the country of incorporation and affected by laws and regulations, etc. imposing obligations to cooperate with foreign governments, etc. in collecting information, or (iii) who has obligations to disclose information to cooperate with foreign governments, etc. pursuant to agreements with the Specified Foreign Investor or the foreign investor set forth in (iii) seeks to acquire shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, of a listed corporation which is engaged in the Core Sector Designated Businesses and also falls under the “Specified Essential Infrastructure Service Providers” as defined in the Economic Security Promotion Act (the “Designated Core Business Entity”), even if such foreign investor, (x) as a result of an acquisition of such shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, of such listed corporation, together with parties that have a special relationship with that foreign investor, holds or has authority to exercise less than 10% of the total issued shares or voting rights of such listed corporation, or (y) falls under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Act) set forth in the preceding paragraph. Further, the Exemption Conditions, which must be complied with for a foreign investor to be exempted from the prior notification requirement, were amended to include the following two additional conditions, when they apply to the case of an acquisition by a Quasi-Specified Foreign Investor of shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, of a listed corporation which is engaged in the Core Sector Designated Businesses but is not the Designated Core Business Entity, as a result of which acquisition, such Quasi-Specified Foreign Investor, together with parties that have a special relationship with that Quasi-Specified Foreign Investor, holds or has authority to exercise less than 10% of the total issued shares or voting rights of the above-mentioned corporation:
| • | the foreign investor will not access non-public information in relation to the Core Sector Designated Businesses of such corporation, or take certain other actions that may lead to the leak of such non-public information (as prescribed in the Foreign Exchange Act); and |
| • | the foreign investor will not work, or not cause its closely- related persons (as prescribed in the Foreign Exchange Act) to work, as an employee for such corporation in respect of the Core Sector Designated Businesses of such corporation, or will not solicit any officers or employees of such corporation to work for the foreign investor or any third party. |
A subsidiary of ours currently engages in the business of software related to cybersecurity and such business falls into the category of the Core Sector Designated Businesses. For reference purposes only, the Minister of Finance publishes, and may update from time to time, a list that classifies listed corporations into the following categories: (i) corporations engaged only in businesses other than the Designated Businesses; (ii) corporations engaged in the Designated Businesses other than the Core Sector Designated Businesses; (iii) corporations engaged in the Core Sector Designated Businesses; and (iv) corporations falling into the Designated Core Business Entity category. According to the list most recently published by the Minister of Finance as of June 25, 2025, we are classified within category (iii) above.
In addition, if a foreign investor intends to (i) accept authority to exercise proxy voting rights on behalf of another shareholder of a listed corporation engaged in the Designated Businesses, (ii) obtain consent from another foreign investor holding the voting rights of such corporation to exercise voting rights jointly, or (iii) consent to a proposal at the general meeting of shareholders of such corporation, in each case, that constitutes an inward direct investment as described above, prior notification of the relevant inward direct investment must be filed with the Minister of Finance and any other competent Ministers. In such cases, the exemptions from the prior notification requirements described above may not be available, except for cases where a foreign investor obtains consent from another foreign investor holding the voting rights of such corporation to exercise voting rights jointly in respect of matters other than certain matters controlling or having
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a material influence on the management of such corporation (as prescribed in the Foreign Exchange Act), including election or removal of directors or transfer of business.
If such prior notification is filed, the proposed inward direct investment may not be consummated until after 30 days have passed from the date of filing, although this screening period may be shortened unless the Minister of Finance and any other competent Ministers deem it necessary to review the proposed inward direct investment. The Ministers may extend the screening period up to five months if they deem it necessary to review the proposed inward direct investment and may recommend any modification or prohibition of the proposed inward direct investment and, if the foreign investor does not accept such recommendation, the Ministers may order the modification or prohibition of such inward direct investment. In addition, if a foreign investor (i) consummates such inward direct investment without filing the prior notification described above, (ii) consummates such inward direct investment before the expiration of the screening period described above, (iii) makes false statements in the prior notification described above, or (iv) does not follow the recommendation or order issued by the Ministers to modify or prohibit such inward direct investment, the Ministers may order such foreign investor to dispose of all or part of the shares acquired or take other necessary measures.
If a foreign investor who consummated an inward direct investment without filing the prior notification due to the exemptions from such prior notification requirements as described above does not comply with any Exemption Conditions, the Ministers may recommend to take necessary measures and, if the foreign investor does not accept such recommendation, the Ministers may order to take such measures. If such foreign investor does not follow the order issued by the Ministers to take such measures, the Ministers may order such foreign investor to dispose of all or part of the shares acquired or take other necessary measures.
Post Facto Reporting Requirements
A foreign investor who consummates an inward direct investment as described above through an acquisition of shares or voting rights, including authority to exercise, either directly or through instructions, voting rights owned by others, of a listed corporation engaged in the Designated Businesses, including us (as of the date of this annual report), but is not subject to the prior notification requirements described above due to the exemptions from such prior notification requirements, in general, must file a report of the relevant inward direct investment with the Minister of Finance and any other competent Ministers within 45 days of the date when, as a result of such acquisition, the foreign investor (excluding, in the cases of (i) and (ii) below, a foreign investor who falls under a category of certain foreign financial institutions (as prescribed in the Foreign Exchange Act)), together with parties that have a special relationship with that foreign investor, holds or has authority to exercise (i) 1% or more but less than 3% of the total issued shares or voting rights, for the first time, (ii) 3% or more but less than 10% of the total issued shares or voting rights, for the first time, or (iii) 10% or more of the total issued shares or voting rights.
Acquisition of ADSs and Deposit and Withdrawal under American Depositary Facility
In respect of the acquisition of ADSs upon the deposit of shares with Mizuho Bank, in its capacity as custodian and agent for the depositary, in Tokyo, or otherwise, or the withdrawal of the underlying shares upon the surrender of the ADR, in each case by a foreign investor, where such acquisition of ADSs or withdrawal of the underlying shares constitutes an inward direct investment, in general, a prior notification will be required unless the exemption is available, as noted above, and if such prior notification is not required due to the exemption, a report will be required, as noted above.
10.E. Taxation
Japanese Taxation
The following is a general summary of major Japanese tax consequences (limited to national tax) to holders of shares of our common stock or ADSs representing shares of our common stock who are non-residents of Japan
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or non-Japanese corporations without a permanent establishment in Japan, which we refer to as “non-resident holders” in this section. The statements regarding Japanese tax laws set forth below are based on the laws and treaties in force and as interpreted by the Japanese tax authorities as at the date of this annual report and are subject to changes in the applicable Japanese laws or tax treaties, conventions or agreements, or interpretations thereof, occurring after that date. This summary is not exhaustive of all possible tax considerations that may apply to a particular investor, and potential investors are advised to satisfy themselves as to the overall tax consequences of the acquisition, ownership and disposition of shares of our common stock or ADSs, including specifically the tax consequences under Japanese law, the laws of the jurisdiction of which they are resident, and any tax treaty, convention or agreement between Japan and their country of residence, by consulting their own tax advisers.
For the purpose of Japanese tax law and the current income tax treaty between the United States and Japan (the “Treaty”), a U.S. holder of ADSs will generally be treated as the owner of the shares underlying the ADSs evidenced by the ADRs.
Generally, a non-resident holder of shares of our common stock or ADSs is subject to Japanese income tax collected by way of withholding on dividends paid by us, and such tax will be withheld prior to payment of dividends. Stock splits are, in general, not a taxable event.
In the absence of any applicable tax treaty, convention or agreement reducing the maximum rate of Japanese withholding tax or allowing exemption from Japanese withholding tax, the rate of Japanese withholding tax applicable to dividends paid by Japanese corporations on their shares of stock to non-resident holders is generally 20.42% under Japanese tax law. However, with respect to dividends paid on listed shares issued by a Japanese corporation (such as shares of our common stock or ADSs) to non-resident holders, other than any non-resident holder who is an individual holding 3% or more of the total number of shares issued by the relevant Japanese corporation, the aforementioned 20.42% withholding tax rate is reduced to 15.315% for dividends due and payable on or before December 31, 2037. Due to the imposition of a special additional withholding tax (2.1% of the original withholding tax amount) to secure funds for reconstruction from the Great East Japan Earthquake, the original withholding tax rate of 15% and 20%, as applicable, has been effectively increased, respectively, to 15.315% and 20.42%, during the period beginning on January 1, 2013 and ending on December 31, 2037.
Under the Treaty, the maximum rate of Japanese withholding tax which may be imposed on dividends paid to a qualified United States resident eligible to enjoy treaty benefits that is either a corporation owning, directly or indirectly, less than 10% of the voting stock of a Japanese corporation or an individual is generally reduced to 10% of the gross amount actually distributed, except where such United States resident conducts business in Japan through a permanent establishment situated therein and the holding in respect of which the dividends are paid is effectively connected with such permanent establishment. Dividends paid to pension funds which are qualified United States residents eligible to enjoy treaty benefits are exempt from Japanese income taxation by way of withholding or otherwise unless such dividends are derived from the carrying on of a business, directly or indirectly, by such pension funds. Under Japanese tax law, any reduced maximum rate applicable under a tax treaty shall be available when such maximum rate is below the rate otherwise applicable under the Japanese tax law referred to in the preceding paragraph with respect to the dividends to be paid by us on shares of our common stock or ADSs. A non-resident holder of shares of our common stock who is entitled, under any applicable tax treaty, to a reduced rate of Japanese withholding tax, or exemption therefrom, as the case may be, is required to submit an Application Form for Income Tax Convention Regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends (together with any other required forms and documents) in advance, through the withholding agent, to the relevant tax authority before payment of dividends. A standing proxy for a non-resident holder may provide such application service. In addition, a certain simplified special filing procedure is available for non-resident holders to claim treaty benefits of exemption from or reduction of Japanese withholding tax, by submitting a Special Application Form for Income Tax Convention Regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends of Listed Stocks (together with any other required forms and documents). With respect to ADSs, this reduced rate or
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exemption will be applicable to non-resident holders of ADSs if the depositary or its Agent submits two Application Forms (one before payment of dividends and the other within eight months after the record date concerning such payment of dividends), together with certain other documents. To claim this reduced rate or exemption, non-resident holders of ADSs will be required to file a proof of taxpayer status, residence and beneficial ownership, as applicable, and to provide other information or documents as may be required by the depositary. Non-resident holders who are entitled, under any applicable tax treaty, to a reduced rate of Japanese withholding tax below the rate otherwise applicable under Japanese tax law, or exemption therefrom, as the case may be, but fail to submit the required application in advance may nevertheless be entitled to claim a refund from the relevant Japanese tax authority of withholding taxes withheld in excess of the rate under an applicable tax treaty (if such non-resident holders are entitled to a reduced treaty rate under the applicable tax treaty) or the full amount of tax withheld (if such non-resident holders are entitled to an exemption under the applicable tax treaty), as the case may be, by complying with a certain subsequent filing procedure.
We do not assume any responsibility to ensure withholding at the reduced rate, or exemption therefrom, for non-resident holders who would be so eligible under an applicable tax treaty but where the required procedures as stated above are not followed.
Gains derived from the sale or other disposition of shares of our common stock or ADSs outside Japan by a non-resident holder, who is a portfolio investor, are not, in general, subject to Japanese income tax or corporation tax.
Any deposits or withdrawals of shares of our common stock by a non-resident holder in exchange for ADSs are, in general, not subject to Japanese income or corporation tax.
Japanese inheritance and gift taxes, at progressive rates, may be payable by an individual who has acquired shares of our common stock or ADSs from an individual, as a legatee, heir or donee, even if none of the acquiring individual, the decedent or the donor is a Japanese resident.
U.S. Taxation
The following sets forth the material U.S. federal income tax consequences of the ownership of shares of common stock (for purposes of this discussion, “shares”) and ADSs of our company. The discussion set forth below is applicable to U.S. holders (as defined below) (i) who are residents of the United States for purposes of the Treaty, (ii) whose shares or ADSs are, for purposes of the Treaty, neither effectively connected with nor attributable to a permanent establishment in Japan and (iii) who otherwise qualify for the full benefits of the Treaty.
The following summary is not a complete analysis or description of all potential U.S. federal income tax consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that may be relevant to all categories of potential purchasers, certain of which (such as banks or other financial institutions, insurance companies, dealers in securities or currencies, tax-exempt entities, non-U.S. persons, persons holding a share or an ADS as part of a “straddle,” “hedge,” conversion or integrated transaction, partnerships or other pass-through entities for U.S. federal income tax purposes, traders in securities who have elected the mark-to-market method of accounting for their securities, regulated investment companies, real estate investment trusts, holders whose “functional currency” is not the U.S. dollar, holders liable for alternative minimum tax, persons required to accelerate the recognition of any item of gross income with respect to shares or ADSs as a result of such income being recognized on an applicable financial statement and holders of 10% or more of our stock by vote or value) are subject to special tax treatment. This summary does not address the Medicare tax on net investment income, U.S. federal estate and gift taxes or any foreign, state, local or other tax consequences of investments in our shares or ADSs.
This summary addresses only shares or ADSs held as capital assets.
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As used herein, a “U.S. holder” is a beneficial owner of shares or ADSs, as the case may be, that is, for U.S. federal income tax purposes:
| • | an individual who is a citizen or resident of the United States; |
| • | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof; |
| • | an estate the income of which is subject to U.S. federal income tax regardless of its source; or |
| • | a trust if it (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons as described in Section 7701(a)(30) of the Code (as defined below) or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares or ADSs, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding shares or ADSs, you should consult your tax advisor.
The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, as well as the Treaty, and such authorities may be replaced, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. In addition, this summary assumes that the deposit agreement and all other related agreements will be performed in accordance with their terms.
We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local and other tax consequences to them of the purchase, ownership and disposition of shares or ADSs.
ADSs
If a U.S. holder holds ADSs, for U.S. federal income tax purposes, such holder will generally be treated as the owner of the underlying shares that are represented by such ADSs. Accordingly, deposits or withdrawals of shares in exchange for ADSs are not subject to U.S. federal income tax.
Taxation of Dividends
Subject to the discussion under “—U.S. Taxation—Passive Foreign Investment Company Rules” below, the gross amount of any distribution (other than certain pro rata distributions of our shares) received with respect to our shares or ADSs (including amounts withheld to reflect Japanese withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). The amount of a distribution of property other than cash will be the fair market value of such property on the date of the distribution. Such cash or non-cash income, including withheld taxes, will be includable in a U.S. holder’s gross income as ordinary income on the day actually or constructively received by such U.S. holder in the case of shares, or by the depositary in the case of ADSs. Such dividends received by a U.S. holder will not be eligible for the “dividends-received deduction” allowed to U.S. corporations in respect of dividends received from other U.S. corporations. To the extent that an amount received by a U.S. holder exceeds such holder’s allocable share of our current and accumulated earnings and profits, such excess will be applied first to reduce such holder’s tax basis in its shares or ADSs, thereby increasing the amount of gain or decreasing the amount of loss recognized on a subsequent disposition of the shares or ADSs. Then, to the extent such distribution exceeds such U.S. holder’s tax basis, such excess will be treated as capital gain. However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles. Therefore, U.S. holders should expect that a distribution will generally be reported as a dividend.
The amount of any dividend paid in yen will be the U.S. dollar value of the yen payments received. This value will be determined at the spot yen/U.S. dollar rate on the date the dividend is received by the depositary in
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the case of U.S. holders of ADSs, or by the shareholder in the case of U.S. holders of shares, regardless of whether the dividend payment is in fact converted into U.S. dollars at that time. If the yen received as a dividend are not converted into U.S. dollars on the date of receipt, a U.S. holder will have basis in such yen equal to their U.S. dollar value on the date of receipt, and any foreign currency gains or losses resulting from the conversion of the yen will generally be treated as U.S. source ordinary income or loss.
Under the Treaty, the maximum rate of withholding tax on dividends paid is generally reduced to 10%. As discussed under “—Japanese Taxation” above, if the Japanese statutory rate applicable to a U.S. holder is higher than the maximum Treaty rate, such holder will be required to properly demonstrate to the Japanese tax authorities such holder’s entitlement to the reduced withholding rate under the Treaty. Subject to certain limitations and the Foreign Tax Credit Regulations (as defined below), the Japanese tax withheld (at a rate not exceeding the applicable Treaty rate) may be creditable against the U.S. holder’s U.S. federal income tax liability. For foreign tax credit limitation purposes, the dividend will be income from sources outside the United States. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends we pay will generally constitute “passive category income.” However, Treasury regulations addressing foreign tax credits (the “Foreign Tax Credit Regulations”) impose additional requirements for foreign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied if a U.S. holder does not elect to apply the benefits of the Treaty. The Department of the Treasury and the Internal Revenue Service (the “IRS”) are considering proposing amendments to the Foreign Tax Credit Regulations. In addition, recent notices from the IRS provide temporary relief by allowing taxpayers that comply with applicable requirements to apply many aspects of the foreign tax credit regulations as they previously existed (before the release of the current Foreign Tax Credit Regulations) for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). Further, in certain circumstances, if a U.S. holder:
| • | has held shares or ADSs for less than a specified minimum period during which such U.S. holder is not protected from the risk of loss; or |
| • | is obligated to make payments related to the dividends, |
such U.S. holder will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on shares or ADSs. Instead of claiming a foreign tax credit, a U.S. holder may be able to deduct Japanese withholding taxes on dividends in computing such holder’s taxable income, subject to generally applicable limitations under U.S. law (including that a U.S. holder is not eligible for a deduction for creditable foreign income taxes paid or accrued in a taxable year if such U.S. holder claims a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year). The rules governing U.S. foreign tax credits and deductions for foreign taxes are very complex and U.S. holders should consult their tax advisors regarding the availability of foreign tax credits or deductions under their particular circumstances.
Subject to applicable limitations (including a minimum holding period requirement), dividends received by non-corporate U.S. investors from a qualified foreign corporation may be treated as “qualified dividend income” that is subject to reduced rates of taxation. A qualified foreign corporation generally includes a corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The U.S. Treasury Department has determined that the Treaty meets these requirements. In addition, it is expected that we will be eligible for the benefits of the Treaty. A foreign corporation is also generally treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that our ADSs (which are listed on the New York Stock Exchange), but not our shares, are readily tradable on an established securities market in the United States. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in the United States in later years. Non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a passive foreign investment company (as discussed under “—U.S. Taxation—Passive Foreign
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Investment Company Rules” below) in the taxable year in which such dividends are paid or in the preceding taxable year. U.S. holders should consult their own tax advisors regarding the application of the foregoing rules to their particular circumstances.
Disposition of Shares or ADSs
Upon a sale or other taxable disposition of shares or ADSs, a U.S. holder will recognize gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized and the U.S. holder’s tax basis, determined in U.S. dollars, in such shares or ADSs. Subject to the discussion under “—U.S. Taxation—Passive Foreign Investment Company Rules” below, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period for such shares or ADSs exceeds one year. A U.S. holder’s tax basis in its shares or ADSs will generally be the cost to the holder of such shares or ADSs. Any such gain or loss realized by a U.S. holder upon disposal of the shares or ADSs will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company Rules
Based on the past and projected composition of our income and assets and the valuation of our assets, we do not believe that we were a passive foreign investment company (“PFIC”) for our most recent taxable year and do not expect to become one in the current taxable year or the foreseeable future, although there can be no assurance in this regard. However, PFIC status is a factual determination that is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in the composition of our income or assets or the valuation of our assets.
In general, a foreign corporation is considered a PFIC for any taxable year if either:
| • | at least 75% of its gross income is passive income; or |
| • | at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. |
For this purpose, passive income generally includes dividends, interest, royalties and rents (other than certain income derived in the active conduct of a banking business as discussed below, and royalties and rents derived in the active conduct of a trade or business and not derived from a related person). In addition, cash and other assets readily convertible into cash are generally considered passive assets. The 50% of value test is generally based on the average of the value of our assets for each quarter during the taxable year. If we own at least 25% by value of another company’s stock, we will be treated, for purposes of the PFIC rules, as owning the proportionate share of the assets and receiving our proportionate share of the income of that company.
Our PFIC determination is based in part upon certain proposed U.S. Treasury regulations (the “Proposed Regulations”) that are not yet in effect (although the U.S. Treasury Department has released guidance indicating that taxpayers may currently rely on them) and are subject to change in the future. The Proposed Regulations and other administrative pronouncements from the IRS provide special rules for determining the character of income derived in the active conduct of a banking business for purposes of the PFIC rules. Although we believe we have adopted a reasonable interpretation of the Proposed Regulations and administrative pronouncements, there can be no assurance that the IRS will follow the same interpretation.
If we are a PFIC for any taxable year during which a U.S. holder holds shares or ADSs (and the U.S. holder does not make a timely mark-to-market election, as described below), the U.S. holder will be subject to special tax rules with respect to any “excess distribution” that the U.S. holder receives and any gain the U.S. holder realizes from the sale or other disposition (including a pledge) of the shares or ADSs.
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These special tax rules generally will apply even if we cease to be a PFIC in future years. Distributions U.S. holders receive in a taxable year that are greater than 125% of the average annual distributions they received during the shorter of the three preceding taxable years or their holding period for the shares or ADSs will be treated as excess distributions. Under these special tax rules:
| • | the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period for the shares or ADSs; |
| • | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and |
| • | the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
Alternatively, a U.S. holder could make a mark-to-market election and avoid the special tax rules described above, provided that our shares or ADSs (as applicable) are regularly traded on a qualified exchange. Under current law, the mark-to-market election may be available to U.S. holders of ADSs because the ADSs are listed on the New York Stock Exchange, which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election. Under current law, the mark-to-market election may be available to U.S. holders of shares because the shares are listed on the Tokyo Stock Exchange, which constitutes a qualified exchange, although there can be no assurance that the shares will be “regularly traded” for purposes of the mark-to-market election. U.S. holders should consult their own tax advisors regarding the potential availability and consequences of a mark-to-market election. In addition, a U.S. investor that owns shares or ADSs in a PFIC can sometimes avoid the rules described above by electing to treat the company as a “qualified electing fund” under Section 1295 of the Code. This option is not available to U.S. holders of our shares or ADSs because we do not intend to comply with the requirements necessary to permit U.S. holders to make this election.
If a U.S. holder holds shares or ADSs in any year in which we are classified as a PFIC, such holder will generally be required to file IRS Form 8621. Additionally, non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.
U.S. holders should consult their own tax advisors concerning the determination of our PFIC status and the U.S. federal income tax consequences of holding shares or ADSs if we are considered a PFIC in any taxable year.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to dividends in respect of the shares or ADSs or the proceeds from the sale, exchange or other disposition of the shares or ADSs paid within the United States (and, in some cases, outside of the United States) to a U.S. holder, unless such holder is an exempt recipient. In addition, backup withholding tax may apply to those amounts if a U.S. holder fails to provide an accurate taxpayer identification number or fails either to report interest and dividends required to be shown on such holder’s U.S. federal income tax returns or to make certain certifications. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a refund or credit against such holder’s U.S. federal income tax liability, provided such holder furnishes the required information to the IRS.
Certain U.S. holders are required to report information with respect to their investment in shares or ADSs, subject to certain exceptions (including an exception for shares or ADSs held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold the shares or ADSs. Investors who fail to report the
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required information could become subject to substantial penalties. Potential investors are urged to consult with their own tax advisors regarding the possible implications of these rules on their investment in our shares or ADSs.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
We file annual reports on Form 20-F with, and furnish periodic reports on Form 6-K to, the U.S. Securities and Exchange Commission via the Electronic Data Gathering, Analysis, and Retrieval system. These reports, including this annual report on Form 20-F and the exhibits thereto, and other information can be inspected on the Commission’s website (https://www.sec.gov).
10.I. Subsidiary Information
Not applicable.
10.J. Annual Report to Security Holders
We furnished an English translation of our annual report for the fiscal year ended March 31, 2025, to security holders, to the U.S. Securities and Exchange Commission on Form 6-K on May 28, 2025, in accordance with the requirements of Form 6-K.
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| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT CREDIT, MARKET AND OTHER RISK |
Amid the growing diversity and complexity of banking operations, financial institutions are exposed to various risks, including credit, market, operations, information technology, legal, settlement and other risks. We recognize risk management, including the need to tailor our operations in accordance with such risks, as a key component of our overall management strategy. In order to implement our business strategy while maintaining our financial stability, we maintain comprehensive risk management and control measures. Mizuho Financial Group maintains basic policies for risk management established by our Board of Directors that are applicable to the entire Mizuho group. These policies clearly define the kinds of risks to be managed, set forth the organizational structure and provide for the human resources training necessary for appropriate levels of risk management. The policies also provide for audits to measure the effectiveness and suitability of the risk management structure. In line with these basic policies, we maintain various measures to strengthen and enhance the sophistication of our risk management system.
All yen figures and percentages in this item are truncated. Accordingly, the total of each column of figures may not be equal to the total of the individual items.
Overview of Risk Management
Risk Management Structure
Each of our subsidiaries adopts appropriate risk management measures for its business based on the size and nature of its risk exposures, while Mizuho Financial Group controls risk management for the Mizuho group as a whole. At Mizuho Financial Group, the Risk Management Committee, which is one of the Business Policy Committees of Mizuho Financial Group and chaired by the Group Chief Risk Officer (Group CRO), provides integrated monitoring and management of the overall risk for the Mizuho group. The Group Chief Risk Officer (Group CRO) reports the risk management situation to our Board of Directors, the Risk Committee and the Executive Management Committee, etc., on a regular basis and as needed. Mizuho Financial Group regularly receives reports and applications concerning the risk management situation from our principal banking subsidiaries and other core group companies and gives them appropriate instructions concerning risk management. Our principal banking subsidiaries and other core group companies each maintain their own systems for managing various types of risk, receiving reports on the status of risk at their respective subsidiaries, and gives them appropriate instructions concerning risk management as necessary.
Basic Approach
We classify the risks arising from the group’s businesses into different types of risk such as credit risk, market risk, liquidity risk, operational risk, reputational risk and model risk according to their risk factors, and manage each type of risk depending on its characteristics. Furthermore, each group entity manages such risks according to the characteristics of its business operations (i.e., management of risks associated with settlement and trust businesses, etc.). In addition to managing each type of risk individually, we have established a comprehensive risk management structure to identify and evaluate overall risk and to keep risk within limits that are managerially acceptable. In line with the basic policies relating to overall risk management laid down by Mizuho Financial Group, companies within the Mizuho group identify risk broadly and take a proactive and sophisticated approach to risk management.
Risk Capital Allocation
We endeavor to obtain a clear grasp of the group’s risk exposure using a unified measurement standard and have implemented measures to control such risks within the group’s financial base in accordance with the risk capital allocation framework. More specifically, we allocate risk capital to our principal banking subsidiaries, including their respective subsidiaries, and other core group companies to control risk within the limits set for
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each company. We also control risk within managerially acceptable limits by working to ensure that the overall risk we hold on a consolidated basis does not exceed our financial strength. To ensure the ongoing financial soundness of Mizuho Financial Group, our principal banking subsidiaries and other core group companies, we regularly monitor the manner in which risk capital is being used in order to obtain a proper grasp of the risk profile within this framework. Reports are also submitted to the Board of Directors and other committees of each company. Risk capital is allocated to Mizuho Bank, Mizuho Trust & Banking, Mizuho Securities and Mizuho Americas by risk category, and is further allocated within their respective business units based on established frameworks.
Stress Testing
For the purpose of verifying the appropriateness of the Mizuho group’s risk appetite and the adequacy of its business plans, we carry out stress testing on our entire portfolio by measuring and assessing the impacts on our capital ratio and financial performance of the stress events assumed in the scenarios set by the group. Stress testing is carried out to confirm that the required capital ratio and financial performance can be secured on the occurrence of any of the assumed stress events. When our capital ratio or financial performance falls below the required level, we will consider and carry out a revision of our risk appetite and business plans. We also calculate the impacts of assumed stress events on risk volumes, including interest rate risk related to our banking book that is not covered by regulatory capital, to confirm whether the risk volumes balance with the group’s capital when a risk event occurs. The calculated risk volumes are used for assessing the group’s internal capital adequacy. Risk scenarios are set considering the current and projected economic conditions, as well as vulnerabilities in the group’s business and financial structure. Moreover, we have established a robust risk management framework under which stress testing is respectively carried out for each risk category, including market risk. Through such stress testing, we deepen our understanding of the distinctive features of our businesses and portfolios, and proactively determine action to be taken if a stress event happens. In this way, we are committed to enhancing our risk management capabilities on a continued basis.
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The following diagram shows our risk management structure:
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Credit Risk Management
Basic Approach
We define credit risk as the Mizuho group’s exposure to the risk of losses that may be incurred due to a decline in, or total loss of, the value of assets (including off-balance-sheet instruments), which may arise from future events or the possible default, etc., of customers or issuers of bonds and stocks. Mizuho Financial Group manages credit risk for the group as a whole. Specifically, Mizuho Financial Group establishes the group’s fundamental credit risk policy to manage major group companies, and monitors and manages the credit risks of the group as a whole.
Credit Risk Management Structure
Our Board of Directors determines the Mizuho group’s basic matters pertaining to credit risk management. In addition, the Risk Management Committee broadly discusses and coordinates matters relating to basic policies and operations in connection with credit risk management and matters relating to credit risk monitoring for the Mizuho group. Under the control of the Group Chief Risk Officer (Group CRO), the Credit Risk Management Department monitors, analyzes and submits suggestions concerning credit risk, and formulates and executes plans in connection with basic matters pertaining to credit risk management.
Our principal banking subsidiaries and other core group companies manage their credit risk according to the scale and nature of their exposures in line with basic policies set forth by Mizuho Financial Group. The Board of Directors of each company determines key matters pertaining to credit risk management.
The Balance Sheet & Risk Management Committee and the Credit Committee, each of which is a Business Policy Committee of our principal banking subsidiaries, are responsible for discussing and coordinating overall management of their individual credit portfolios and transaction policies towards obligors. The respective Chief Risk Officers (CRO) of our principal banking subsidiaries are responsible for matters relating to planning and implementing credit risk management. The Credit Risk Management Departments of our principal banking subsidiaries are in charge of planning and administering credit risk management and conducting credit risk measuring and monitoring. Such departments regularly present reports regarding their risk management situation to Mizuho Financial Group. Each credit department of our principal banking subsidiaries is responsible for matters related to credit and manages credit risks primarily from the perspective of individual credit extension. The credit departments of our principal banking subsidiaries determine policies and approve/disapprove individual transactions in terms of credit review, credit management and collection from obligors in accordance with the lines of authority set forth respectively by our principal banking subsidiaries. The Group Chief Audit Executive (CAE) of our principal banking subsidiaries is responsible for important matters related to internal audit operations. In addition, the Internal Audit Department, established by our principal banking subsidiaries within internal audit groups independent of the business departments, is responsible for examining the appropriateness of credit risk management.
Credit Risk Management Method
The Mizuho group’s credit risk management adopts a unified approach to ensure that future credit risk measurements will be maintained at an appropriate level based on the group’s business and financial strategies. Our credit risk management comprises two components: “credit portfolio management” and “individual credit management”.
For “credit portfolio management”, we use statistical methods to manage potential losses from our credit portfolio so that we can take appropriate actions before or after credit risks are taken/realized. For “individual credit management”, we manage the process for each credit transaction from execution through collection, based on the assessment of the customer/obligor’s credit quality. Through this approach, we mitigate losses in the face of a credit event.
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Credit Portfolio Management
Risk Measurement
We use statistical methodologies that involve a risk measurement system (enterprise value corporate valuation model, holding period of one year) to manage the possibility of losses by measuring the expected average loss for a one-year risk horizon (“Expected Loss”) and the maximum loss within a certain confidence interval (“credit VAR”). The difference between Expected Loss and credit VAR is measured as the credit risk amount (“Unexpected Loss”). The risk measurement system covers the following account items reported by each Mizuho Financial Group company: credit transactions including loans and discounts; securities; obligors’ liabilities for acceptances and guarantees; deposits and foreign exchange; derivatives including swaps and options; off-balance-sheet items including commitments; and other assets involving credit risk.
In establishing transaction spread guidelines for credit transactions, we aim to ensure an appropriate return from the transaction in light of the level of risk by utilizing credit cost data as a reference. Also, we monitor our credit portfolio from various perspectives and set guidelines noted below so that losses incurred through a hypothetical realization of the full credit VAR would be within the amount of risk capital and loan loss reserves.
Risk Control Methods
Our principal banking subsidiaries have established guidelines to manage “credit concentration risk,” which stems from granting excessive credit to certain corporate groups. Our principal banking subsidiaries also set the credit limit based on verification of status of capital adequacy. In cases where the limit is exceeded, our principal banking subsidiaries will formulate a handling policy and/or action plan. In addition to the above, our principal banking subsidiaries monitor total credit exposure, credit exposure per rating, credit concentration per corporate group, geographic area and business sector to make a periodical report to the Balance Sheet & Risk Management Committee and the Credit Committee.
Individual Credit Management
Credit Codes
The basic code of conduct for all of our officers and employees engaged in the credit business is set forth in our credit code. Seeking to fulfill the bank’s mission and social responsibilities, our basic policy for credit business is determined in light of fundamental principles focusing on public welfare, safety, growth and profitability.
Internal Rating System
One of the most important elements of the risk management infrastructure of our principal banking subsidiaries is the use of an internal rating system that consists of credit ratings and pool allocations. Credit ratings consist of obligor ratings which represent the level of credit risk of the obligor, and transaction ratings which represent the possibility of ultimately incurring losses related to each individual claim by taking into consideration the nature of any collateral or guarantee and the seniority of the claim. In principle, obligor ratings apply to all obligors and are subject to regular reviews at least once a year to reflect promptly the fiscal period end financial results of the obligors, as well as special reviews as required whenever an obligor’s credit standing changes. This enables our principal banking subsidiaries to monitor both individual obligors and the status of the overall portfolio in a timely manner. Because we consider obligor ratings to be an initial phase of the self-assessment process regarding the quality of our loans and off-balance-sheet instruments, such obligor ratings are closely linked to the obligor classifications and are an integral part of the process for determining the provision for credit losses on loans and charge-offs in our self-assessment of loans and off-balance-sheet instruments.
To assign obligor ratings, we have a quantitative evaluation system (rating model) in place to enable proper assessment of an obligor’s credit standing. The system gives a quantitative rating to an obligor based on obligor-
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specific characteristics such as type of business (corporation or individual) and geography (in Japan or outside Japan). We categorize our rating models for companies in Japan into those for large companies and those for small and medium-sized companies. The former consist of 13 models according to industry-specific factors, while the latter consist of three models. For companies outside Japan, we utilize nine models.
These were developed by the Credit Risk Management Department based on a statistical methodology and approved by the Chief Risk Officer (CRO).
Pool allocations are applied to small claims that are less than a specified amount by pooling obligors and claims with similar risk characteristics and assessing and managing the risk for each such pool. Our principal banking subsidiaries efficiently manage credit risk and credit screening by dispersing a sufficient number of small claims within each pool. Our principal banking subsidiaries generally review the appropriateness and effectiveness of our approach to obligor ratings and pool allocations once a year in accordance with predetermined procedures, which is audited by the Internal Audit Group.
Mizuho Financial Group defines a Restructured Loan as a loan extended to a Watch Obligor when the following conditions are met: an obligor is experiencing financial difficulties; and lending conditions were amended favorably to the obligor such as allowing interest rate reduction, postponement of principal repayment/interest payment, debt forgiveness, etc.
An overdue loan is defined as a loan for a Watch Obligor of which the loan principal or interest is overdue for three months or more following the contractual payment date.
Self-assessment, Provision for Credit Losses on Loans and Off-Balance-Sheet Instruments and Charge-Offs
We conduct self-assessment of assets to ascertain the status of assets both as an integral part of credit risk management and in preparation for appropriate accounting treatment, including provision for credit losses on loans and off-balance-sheet instruments and charge-offs. During the process of self-assessment, obligors are categorized into certain groups taking into consideration their financial condition and their ability to make payments, and credit ratings are assigned to all obligors, in principle, to reflect the extent of their credit risks. The related assets are then categorized into certain classes based on the risk of impairment. This process allows us to identify and control the actual quality of assets and determine the appropriate accounting treatment, including provision for credit losses on loans and off-balance-sheet instruments and charge-offs. Specifically, the Credit Risk Management Department of each of our principal subsidiaries is responsible for the overall control of the self-assessment of assets of the respective banking subsidiaries, cooperating with the administrative departments specified for each type of asset, including loan portfolios and securities, in executing and managing self-assessments. In our assessment of the probability of obligor bankruptcy, we deem an obligor that is rated as being insolvent or lower as being bankrupt.
Credit Review
Prevention of new nonaccrual loans through routine credit management is important in maintaining the quality of our overall loan assets. Credit review involves analysis and screening of each potential transaction within the relevant business department. In case the screening exceeds the authority of the department, the credit department in charge at the headquarters carries out the review. We have specialist departments for different industries, business sizes and regions, which carry out timely and specialized examinations based on the characteristics of the obligor and its market, and provide appropriate advice to the business department. In addition, in the case of obligors with low credit ratings and high downside risks, the business department and credit department jointly clarify their credit policy and in appropriate cases assist the obligors at an early stage in working towards credit soundness.
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Market Risk Management
Basic Approach
We define market risk as the risk of losses incurred by the group due to fluctuations in interest rates, stock prices, foreign exchange rates, etc. Market risk includes market liquidity risk; i.e., the risk that we will suffer a loss due to market disruptions or other disorders that prevent us from conducting transactions in the market or require us to pay significantly higher prices than normal to conduct transactions. Mizuho Financial Group manages market risk for the Mizuho group as a whole. Specifically, Mizuho Financial Group establishes the fundamental risk management policy for the entire group, manages the market risk of our principal banking subsidiaries and other core group companies and monitors how the group’s market risk is being managed as a whole.
Market Risk Management Structure
Our Board of Directors determines basic matters pertaining to market risk management policies. The Risk Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to basic policies in connection with market risk management, market risk operations and market risk monitoring. Under the control of the Group Chief Risk Officer (Group CRO), the Risk Management Department of Mizuho Financial Group is responsible for formulating and implementing plans related to market risk management through monitoring, reporting and analyzing market risk, making proposals, and setting limits and guidelines.
The Risk Management Department submits reports regarding status of market risk to our Board of Directors and other relevant committees on a regular basis. For the purpose of managing the market risk of our principal banking subsidiaries and other core group companies, the Department regularly receives reports from each of them to properly identify and manage their market risk. These subsidiaries and core group companies, which account for most of the Mizuho group’s exposure to market risk, establish their basic policies based on ours, and their boards of directors determine important matters relating to market risk management.
Market Risk Management Method
To manage market risk, we set limits that correspond to risk capital allocations according to the risk profile of each of our principal banking subsidiaries and other core group companies and thereby prevent the overall market risk we hold from exceeding our financial strength represented by capital, etc. The amount of risk capital allocated to market risk corresponds to value-at-risk (the “VAR”) and additional costs that may arise in order to close relevant positions.
Setting Limits
When the said limits are set, various factors are taken into account, including business strategies, historical limit usage ratios, risk-bearing capacity (profits, equity capital and risk management framework), profit targets and the market liquidity of the products involved. The limits are determined after being discussed and coordinated by the Risk Management Committee. For trading and banking activities, we set limits for VAR and for losses. For banking activities, we set position limits based on interest rate sensitivity (10 BPV) as needed. An excess over any of these limits is immediately reported and addressed according to a pre-determined procedure.
Monitoring
To provide a system of mutual checks and balances in market operations, we have established middle offices specializing in risk management that are independent of front offices which engage in market transactions and of back offices which are responsible for book entries and settlements. When VAR is not adequate to control risk, the middle offices manage risk using additional risk indices, carry out stress testing and set stop loss limits as needed. We monitor market liquidity risk for individual financial products in the market while taking turnover and other factors into consideration.
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Value-at-Risk
We use the VAR method, supplemented with stress testing, as our principal tool to measure market risk. The VAR method measures the maximum possible loss that could be incurred due to market movements within a certain time period (or holding period) and degree of probability (or confidence interval).
Trading Activities
VAR figures for our trading activities are based on the following:
| • | historical simulation method; |
| • | confidence interval: one-tailed 99.0%; |
| • | holding period of one day; and |
| • | historical observation period of three years. |
The following tables show the VAR figures for our trading activities by risk category for the fiscal years ended March 31, 2023, 2024 and 2025 and as of March 31, 2023, 2024 and 2025:
| Fiscal year ended March 31, 2023 | As of March 31, 2023 |
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| Risk category |
Daily average | Maximum | Minimum | |||||||||||||
| (in billions of yen) | ||||||||||||||||
| Interest rate |
¥ | 4.6 | ¥ | 7.2 | ¥ | 2.7 | ¥ | 7.2 | ||||||||
| Foreign exchange |
0.8 | 1.6 | 0.4 | 0.9 | ||||||||||||
| Equities |
1.1 | 2.0 | 0.4 | 1.0 | ||||||||||||
| Commodities |
0.1 | 0.7 | 0.0 | 0.7 | ||||||||||||
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| Total |
¥ | 5.3 | ¥ | 8.3 | ¥ | 3.1 | ¥ | 7.0 | ||||||||
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| Fiscal year ended March 31, 2024 | As of March 31, 2024 |
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| Risk category |
Daily average | Maximum | Minimum | |||||||||||||
| (in billions of yen) | ||||||||||||||||
| Interest rate |
¥ | 4.4 | ¥ | 9.1 | ¥ | 2.7 | ¥ | 3.3 | ||||||||
| Foreign exchange |
0.9 | 1.9 | 0.2 | 0.6 | ||||||||||||
| Equities |
2.0 | 4.6 | 0.3 | 0.5 | ||||||||||||
| Commodities |
0.3 | 0.5 | 0.1 | 0.4 | ||||||||||||
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| Total |
¥ | 5.6 | ¥ | 9.2 | ¥ | 3.3 | ¥ | 3.4 | ||||||||
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| Fiscal year ended March 31, 2025 | As of March 31, 2025 |
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| Risk category |
Daily average | Maximum | Minimum | |||||||||||||
| (in billions of yen) | ||||||||||||||||
| Interest rate |
¥ | 2.5 | ¥ | 3.7 | ¥ | 1.9 | ¥ | 2.6 | ||||||||
| Foreign exchange |
1.0 | 3.0 | 0.2 | 1.5 | ||||||||||||
| Equities |
1.0 | 2.4 | 0.4 | 0.7 | ||||||||||||
| Commodities |
0.2 | 0.4 | 0.0 | 0.1 | ||||||||||||
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| Total |
¥ | 5.5 | ¥ | 9.7 | ¥ | 3.0 | ¥ | 5.0 | ||||||||
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The following graph shows VAR figures for our trading activities for the fiscal year ended March 31, 2025:
(VAR: billions of yen)
The following table shows VAR figures for our trading activities for the fiscal years indicated:
| Fiscal years ended March 31, | ||||||||||||||||
| 2023 | 2024 | 2025 | Change | |||||||||||||
| (in billions of yen) | ||||||||||||||||
| As of fiscal year end |
¥ | 7.0 | ¥ | 3.4 | ¥ | 5.0 | ¥ | 1.5 | ||||||||
| Maximum |
8.3 | 9.2 | 9.7 | 0.4 | ||||||||||||
| Minimum |
3.1 | 3.3 | 3.0 | (0.2 | ) | |||||||||||
| Average |
5.3 | 5.6 | 5.5 | (0.1 | ) | |||||||||||
Non-trading Activities
The VAR figures for our banking activities are based on the same conditions as those of trading activities, but the holding period is one month. In addition, as for risk management of banking activities, it is important to properly measure interest rate risk so that we calculate interest rate risk using appropriate methods such as recognizing demand deposits as “core deposits.”
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The following graph shows the VAR figures for our banking activities excluding our cross-shareholdings portfolio for the fiscal year ended March 31, 2025:
(VAR: billions of yen)
The following table shows the VAR figures for our banking activities for the fiscal years indicated:
| Fiscal years ended March 31, | ||||||||||||||||
| 2023 | 2024 | 2025 | Change | |||||||||||||
| (in billions of yen) | ||||||||||||||||
| As of fiscal year end |
¥ | 223.5 | ¥ | 319.0 | ¥ | 200.4 | ¥ | (118.6 | ) | |||||||
| Maximum |
392.2 | 336.5 | 279.7 | (56.7 | ) | |||||||||||
| Minimum |
152.1 | 185.9 | 181.1 | (4.8 | ) | |||||||||||
| Average |
217.6 | 281.2 | 219.3 | (61.8 | ) | |||||||||||
VAR is a commonly used market risk management technique. However, VAR models have the following shortcomings:
| • | By its nature as a statistical approach, VAR estimates possible losses over a certain period at a particular confidence level using past market movement data. Past market movement, however, is not necessarily a good indicator of future events, particularly potential future events that are extreme in nature. |
| • | VAR may underestimate the probability of extreme market movements. |
| • | The use of a 99.0% confidence level neither takes account of, nor makes any statement about, any losses that might occur beyond this confidence level. |
| • | VAR does not capture all complex effects of various risk factors on the value of positions and portfolios and could underestimate potential losses. |
Cross-shareholdings Portfolio Management Activities
We take the market risk management approach with use of VAR and risk indices for cross-shareholdings portfolio management activities to properly manage stock price risk. Specifically, we monitor VAR measurements and the state of risk capital on a daily basis. Moreover, in order to control stock price risk, we are reducing our cross-shareholdings through careful negotiations with counterparties.
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Back Testing
In order to evaluate the effectiveness of market risk measurements calculated using the VAR method, we carry out regular back tests to compare VAR with assumptive or actual profits and losses.
Stress Testing
Because the VAR method is a market risk measurement method based on statistical assumptions, we conduct regular stress testing to simulate the levels of losses that could be incurred in cases where the market moves suddenly to levels that exceed these assumptions.
Liquidity Risk Management
Basic Approach
We define liquidity risk as the risk of losses arising from funding difficulties due to deterioration of our financial position that make it difficult for us to raise necessary funds or force us to raise funds at significantly higher interest rates than usual. Mizuho Financial Group manages liquidity risks for the Mizuho group as a whole. Specifically, Mizuho Financial Group establishes a fundamental liquidity risk management policy for the entire group, manages the liquidity risk of our principal banking subsidiaries and other core group companies and monitors how the group’s liquidity risk is being managed as a whole.
Liquidity Risk Management Structure
Our Board of Directors determines the basic matters pertaining to liquidity risk management policies. The Risk Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to the basic policies in connection with liquidity risk management, operations and monitoring, as well as proposing responses to emergencies such as sudden market changes. Our Group Chief Risk Officer (Group CRO) is responsible for matters relating to liquidity risk management planning and operations. Our Risk Management Department is responsible for monitoring, reporting and analyzing liquidity risk, making proposals in connection with liquidity risk and formulating and implementing plans relating to liquidity risk management. In addition, our Group Chief Financial Officer is responsible for matters relating to the planning and operation of funds management, and the Financial Planning Department is responsible for its monitoring and also for planning and implementing measures relating to funds management to maintain appropriate funding liquidity. Reports on the status of and other factors relating to cash funding management are submitted to our Board of Directors, the Risk Committee, the Executive Management Committee, our President & Group CEO and the Business Policy Committees, respectively, on a regular basis.
We appropriately identify and manage liquidity risk of our principal banking subsidiaries and other core group companies through regular reports from each company. Each company, which is a major source of liquidity risk in our group, also establishes their own basic policies on liquidity risk management to properly identify and manage liquidity risk. The board of directors of each company determines important matters pertaining to liquidity risk management.
Liquidity Risk Management Method
We mainly manage liquidity risk through the frameworks of “Liquidity Categorization” and “Liquidity Risk Management Indicators.”
Liquidity Categorization
We have established a group-wide framework of assessing the levels of liquidity risks by categorizing them into “Normal,” “Anxious” and “Crisis” to reflect the funding conditions. In addition, we set Early Warning
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Indicators (“EWIs”) and conduct monitoring on a daily basis to manage funding conditions. The EWIs include stock prices, credit ratings, amount of liquidity reserve assets such as Japanese government bonds, our funding situations and others.
Liquidity Risk Management Indicators
As for Japanese yen, we set limits on funds raised in the market for each of our principal banking subsidiaries and other core group companies based on a number of time horizons taking into account the characteristics and strategies of each company. As for foreign currencies, we conduct daily stress tests based on a combination of market-wide factors and idiosyncratic factors of the group for each company to verify the sufficiency of liquidity reserve assets and the effectiveness of our liquidity contingency funding plans.
The thresholds for Liquidity Risk Management Indicators are discussed and coordinated by the Risk Management Committee, discussed further by the Executive Management Committee and determined by our President & Group CEO. A violation of threshold is immediately reported and addressed in accordance with pre-determined procedures.
Operational Risk Management
Basic Approach
We define operational risk as the risk of loss that we may incur resulting from inadequate or failed internal processes, people and systems or from external events. We control operational risk management for the Mizuho group as a whole. Considering that operational risk includes information technology risk, operations risk, legal risk, human resources risk, tangible asset risk and regulatory change risk, we have separately determined the fundamental risk management policies for these different types of risk. We manage the operational risk associated with our principal banking subsidiaries and other core group companies while monitoring the state of group-wide operational risk.
Operational Risk Management Structure
Our Board of Directors determines basic matters pertaining to operational risk management policies. The Risk Management Committee of Mizuho Financial Group broadly discusses and coordinates matters relating to basic policies in connection with operational risk management, operational risk operations and operational risk monitoring. The Group Chief Risk Officer (Group CRO) is responsible for matters relating to operational risk management planning and operations. The Risk Management Department of Mizuho Financial Group is responsible for monitoring market risk, reporting and analyzing making proposals, setting limits and guidelines, and formulating and implementing plans relating to operational risk management.
Our principal banking subsidiaries and core group companies establish their basic policies on operational risk management, and their boards of directors determine important matters relating to operational risk management.
Operational Risk Management Method
To manage operational risk, we set common rules for data gathering to develop various databases shared by the group and measure operational risk on a regular basis, applying business indicators based on financial statements and internal loss data related to operational risk appropriately.
We have established and are strengthening management methods and systems to appropriately identify, assess, measure, monitor and control the operational risks that arise from the growing sophistication and diversification of financial operations and developments relating to information technology by utilizing Control Self-Assessments (as described below) and improving quantitative management of operational risk.
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The status of operational risk management that we identified, assessed and measured through the aforementioned method is reported to the Risk Management Committee, the Executive Management Committee, and our President & CEO, respectively, on a regular basis.
Control Self-Assessment
We aim for an autonomous risk management process, where the departments managing the business/operation take the initiative in identifying risks inherent in the business/operation by recognizing its own business/operation environment, and assessing and perceiving the risks that remain despite internal controls. Based on the assessments and risks perceived, they control such risks by setting and implementing necessary risk reduction measures.
Definition of Risks and Risk Management Methods
As shown in the table below, we have defined each component of operational risk, and we apply appropriate risk management methods in accordance with the scale and nature of each risk.
| Definition |
Principal Risk Management Methods | |||
| Information Technology Risk | Risk that customers may incur losses or our group companies may incur losses due to problems (e.g. malfunctions, disruptions, etc.) with the computer systems or improper use of the computers in these systems, which cause disruptions of the services provided to customers, or have significant impact on settlement systems, etc. | • Identify and evaluate the risk by setting specific standards that need to be complied with and implementing measures tailored based on evaluation results to reduce the risk. • Ensure ongoing project management in systems development and quality control. • Improve effectiveness of emergency responses by improving backup systems and holding drills. | ||
| Cybersecurity Risk | Risk that Mizuho group may incur tangible or intangible losses due to cybersecurity-related problems that occur at the group and/or at its clients, along with organizations, etc., that have a business relationship with the group, such as outside vendors and goods/services suppliers. | • Identify vulnerabilities, strengthen monitoring systems and incident response capabilities, and establish a robust governance structure. • Enhance the sophistication of cybersecurity management systems on a group-wide, global-wide, and third-party basis through these measures. | ||
| Operations Risk |
Risk that customers may incur losses or the group may incur losses due to the disruption of services to customers or major incidents affecting settlement systems, etc., as a result of inadequate operations caused by fraudulent acts, errors or negligence, etc., of senior executives or employees, or inadequacies in the operational structure itself. | • Establish clearly defined procedures for handling operations. • Periodically check the status of operational processes. • Conduct training and development programs by the headquarters. • Introduce information technology, office automation and centralization for operations. • Improve the effectiveness of emergency responses by holding drills. | ||
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| Definition |
Principal Risk Management Methods | |||
| Legal Risk |
Risk that the group may incur losses due to violation of laws and regulations, breach of contract, entering into improper contracts or other legal factors. | • Review and confirm legal issues, including the legality of material decisions, agreements and external documents, etc. • Collect and distribute legal information and conduct internal training programs. • Analyze and manage issues related to lawsuits. | ||
| Human Resources Risk | Risk of damages to employees due to inappropriate working conditions, workplaces or safety conditions, and that the group may suffer tangible and/or intangible losses due to not being able to build an adequate human resources portfolio resulting from human capital losses following outflow of human resources and decline in abilities and skills, and/or not being able to make extensive use of human capital following a decline in employee engagement. | Understand the status of: • Human resources outflow (status of voluntary resignations, mid-career hiring). • Working environments (status of work-related injuries, harassment/bullying incidents, employee engagement). • Securing human resources (status of maintaining adequate human resources with specific abilities and/or skills). | ||
| Tangible Asset Risk | Risk that the group may incur losses from damage to tangible assets or a decline in the quality of the working environment as a result of disasters, criminal actions or defects in asset maintenance. | • Manage the planning and implementation of construction projects related to the repair and replacement of facilities. • Identify and evaluate the status of damage to tangible assets caused by natural disasters, etc., and respond appropriately to such damage. | ||
| Regulatory Change Risk | Risk that the group may incur losses due to changes in various regulations or systems, such as those related to law, taxation and accounting. | • Understand important changes in regulations or systems that have significant influence on our business operations or financial condition in a timely and accurate manner. • Analyze degree of influence of regulatory changes and establish countermeasures. • Continuously monitor our regulatory change risk management mentioned above. | ||
We also recognize and manage “Information Security Risk” and “Compliance Risk,” which constitute a combination of more than one of the above components of operational risk, as operational risk.
Measurement of operational risk equivalent
We have adopted the Standardized Measurement Approach (“SMA”) for the calculation of operational risk equivalent in association with capital adequacy ratios based on the Basel Regulation.
The measurement results under the SMA are used not only as the operational risk equivalent in the calculation of capital adequacy ratios based on the Basel Regulation, but also, for internal management purposes, as the operational risk amount that is calculated by applying a set multiplier to the operational risk equivalent.
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Reputational Risk Management
Basic Approach
We define reputational risk as “the risk that the Mizuho group may incur tangible or intangible losses due to an adverse effect to our reputation or Mizuho’s brand when all services provided by and all activities conducted by the Mizuho group, officers and employees, are recognized as deviating from the expectations and requirements of stakeholders, including clients, employees, the economy, and society”.
We supervise reputational risk management for the Mizuho group. Specifically, we establish the group’s basic policies pertaining to reputational risk management, manage core group companies, and monitor how the group’s reputational risks are being managed as a whole.
Reputational Risk Management Structure
Our Board of Directors determines the Mizuho group’s basic matters pertaining to reputational risk management. In addition, the Risk Management Committee comprehensively deliberate and coordinate basic policies pertaining to reputational risk management, and matters relating to operations and monitoring. The Group Chief Strategy Officer (Group CSO) is responsible for matters relating to planning and operation of reputational risk management. The Public Relations Office conducts monitoring and reporting of reputational risks and analyses and suggestions thereof, and carries out planning and promotion of basic matters pertaining to reputational risk management.
Reports on the reputational risk situations, etc. are made on a regular basis to the Group Chief Strategy Officer (Group CSO) and the Business Policy Committees. Regarding the reputational risk management of the core group companies, we identify and manage reputational risks appropriately by receiving their reports on a regular basis. In particular, individual companies which account for a large part of the group’s reputational risks establish their own basic policies, and the board of directors of the individual company determines important matters pertaining to reputational risk management.
Reputational Risk Management Method
We control reputational risks by carrying out centralized monitoring and management of the information that is deemed to have a great impact on our group management, and creating an appropriate management structure suited to the scale and nature of risks, etc.
We endeavor to prevent the realization of reputational risks beforehand and minimize losses by identifying reputational risks earlier and responding appropriately in terms of urgency and impact.
Model Risk Management
Basic Approach
We define model risk as the risk of the Mizuho group incurring tangible and intangible losses due to decision-making based on an inadequate or failed model and/or inappropriate use of a model.
In recent years, against the backdrop of the wider and more complex business operations of financial institutions and technological innovations such as artificial intelligence, the opportunities to use models in the operations of financial institutions have been expanding, and their materiality and impact have been increasing. Under such circumstances, there is a growing need to manage model risk by focusing on the risk of tangible and intangible losses arising from decisions based on improper development and inappropriate use of these models.
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We supervise model risk management for the Mizuho group and are promoting comprehensive and effective model risk management throughout the group. Specifically, we have finalized a complete model survey on a group and global basis covering all business categories, including bank, trust bank, and securities business, and covering all of the regions of Japan, the Americas, Europe and Asia-Pacific. Furthermore, with the commitment of the senior management, we have introduced a framework to visualize and manage the status of model risk, and we continue to promote effective model risk management on a risk-based approach.
Model Risk Management Structure
Our Board of Directors determines the Mizuho group’s basic matters pertaining to model risk management. In addition, the Risk Management Committee comprehensively deliberate and coordinate basic policies pertaining to model risk management, and matters relating to administration and monitoring. Our Group Chief Risk Officer (Group CRO) is responsible for matters relating to planning and administration of model risk management. The Risk Management Department is responsible for monitoring model risks, making reports, analyses, and proposals, etc., and makes and promotes plans for model risk management. We manage model risk situations for the entire group based on the reports received from the core group companies on their model risk management. In particular, individual companies which are determined to be highly susceptible to model risks establish their own basic policies, and each of their board of directors determines important matters pertaining to model risk management.
Model Risk Management Method
Our model risk management is carried out through model testing, monitoring, etc., by the first line of defense, which consists of model owners, users, developers, etc., and through model validation, etc., by the second line of defense, which controls model risk via reviewing and challenging the first line of defense in every step of model identification, development, use, change, and exit. Furthermore, we carry out model risk management based on a risk-based approach with weighting according to the materiality and impact of the models.
Third Party Risk Management
Basic Approach
We define third party risk as any risk arising in Mizuho Financial Group and/or the Mizuho group due to a third party entity having a business contractual relationship with the Mizuho Financial Group and our group, and categorize it as a compound risk consisting of market risk, credit risk, liquidity risk and operational risk and so forth.
In light of the importance of relationships with third parties in the Mizuho group’s operations, we recognize risks related to third parties as our own risks for us and the Mizuho group, and we ensure sound and appropriate business operations, including the proper execution of operations through third parties, by appropriately identifying, evaluating and responding to risks, from the perspectives of sound management, appropriate business operations, customer protection and business continuity, etc. We oversee the third party risk management of the Mizuho group.
Third Party Risk Management Structure
Our Board of Directors determines basic matters related to third party risk management. The Risk Management Committee comprehensively discusses and coordinates matters relating to basic policies in connection with third party risk management, operations and monitoring. The Group Chief Risk Officer (Group CRO) is responsible for matters relating to third party risk management planning and operations. The Risk Management Department is responsible for monitoring third party risk and reporting and analyzing and making proposals, etc., and formulates and promotes plans relating to third party risk management.
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We ascertain the status of third party risk management of the entire Mizuho group based on the reports and other information from the core group companies. The companies that we determined to require considerable management because the scale and nature of their third party risk can seriously affect the entire group set forth basic policies and determine the important matters related to third party risk management through their board of directors.
Third Party Risk Management Method
We carry out third party risk management through appropriate contracts with third parties, evaluation and monitoring of third parties, management of concentration in specific third parties, and so forth. We consistently report on the status of these management activities to the Risk Management Committee, the Executive Management Committee, our President & Group CEO, and other relevant parties on a regular basis.
Compliance
As a provider of economic and social infrastructure, we remain conscious of the importance of our social responsibilities and public mission at all times. We define compliance as “the strict observance of all laws and regulations and the pursuit of fair and honest corporate activities that conform to the norms accepted by society” and view ongoing compliance as one of the basic principles of sound business management. Each of our group companies maintains its own compliance structure in line with the basic policies established by Mizuho Financial Group.
Compliance Structure
The chief executive officers of Mizuho Financial Group, Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities generally oversee compliance matters of their respective companies, and the chief compliance officers, etc., also head their respective compliance committees at which important matters concerning compliance are discussed. The four companies also have compliance divisions under their respective chief compliance officers. These divisions are responsible for compliance planning and implementation and control overall compliance management at their respective companies. At the organizational unit level (such as branches and divisions) at each of the four companies, the head of the unit is responsible for guidance and implementation related to compliance matters within such unit, and the compliance officer or the compliance administrator at each unit reviews the status of compliance within such unit.
Other core group companies have also established compliance structures tailored to the characteristics of their respective businesses.
Mizuho Financial Group monitors the status of compliance of the Mizuho group through reports submitted by our principal banking subsidiaries and other core group companies and adopts appropriate responses when necessary.
Compliance at subsidiaries of our principal banking subsidiaries and other core group companies is monitored and managed by their respective parents.
Compliance Activities
We have established the “Mizuho Code of Conduct,” which sets forth clear and concrete standards of behavior to be followed when implementing the precepts of our corporate identity. Furthermore, each of our group companies has also prepared a Conduct Guideline for Compliance for directors, executive officers, and employees as model of conduct for ensuring thoroughgoing Compliance.
Mizuho ensures that all directors, executive officers and employees are fully acquainted with both the Code of Conduct and the relevant Conduct Guideline for Compliance through ongoing training and messages from management.
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We monitor levels of compliance through self-assessments conducted by individual organizational units and through monitoring conducted by the compliance division of each group company.
Every fiscal year, each of our group companies establishes a compliance program, which contains concrete measures for compliance enforcement such as measures related to the management of the compliance framework, training and assessments. Progress regarding the implementation of the compliance program is monitored every six months.
Internal Audit
Internal audit refers to the series of activities, ranging from the objective and comprehensive evaluation of the effectiveness and appropriateness of each process relating to governance, risk management and control, to providing recommendations and corrective guidance, etc., toward the resolution of problems, under the supervision of the Board of Directors, with organizational independence ensured. Through these series of activities, internal audit assists the board of directors of each of our group companies to fulfill their role to supervise management efficiently and effectively.
In line with the Basic Policy for Internal Audit established by Mizuho Financial Group, our principal banking subsidiaries and other core group companies conduct internal audits, which include the internal auditing of their respective subsidiaries. In addition, with respect to the management of risks applicable across the Mizuho group, we coordinate internal audits throughout the group to assess the risk management status of the group as a whole.
Internal Audit Management Structure
Mizuho Financial Group
Our Internal Audit Group is independent from our other departments and business processes at Mizuho Financial Group. The Internal Audit Group conducts internal audits of Mizuho Financial Group, and monitors and manages internal audits at our principal banking subsidiaries and other core group companies based on reports submitted by such subsidiaries. The Group CAE reports functionally to the Board of Directors and the Audit Committee on important matters related to internal audits. Also, as the person in charge of internal audit, the Group CAE reports administratively on the status of internal audit operational management to the Group CEO directly or through the Internal Audit Committee.
Mizuho Bank and Mizuho Trust & Banking
At both Mizuho Bank and Mizuho Trust & Banking, their respective Internal Audit Groups are independent from their respective other departments and business processes. The progress of individual audits and plans are to be reported to their respective Audit & Supervisory Committees, and their respective Internal Audit Groups respond to requests for inspections, and receive specific instructions, from their respective Audit & Supervisory Committees. In addition, they have also established their respective Internal Audit Committees which discuss and make decisions on all important matters regarding their respective internal audits.
Both banks have established their respective internal audit departments to conduct internal audits at their respective domestic and overseas business offices, head office departments and group companies. Specifically, the internal audit departments assess the suitability and effectiveness of business activities associated with compliance and risk management.
Other Core Group Companies
Other core group companies have also established effective and efficient internal audit structures adapted to the characteristics of their respective businesses.
172
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The table below sets out such fees payable to the depositary:
| Persons depositing or withdrawing shares must pay: |
For: | |
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
– Delivery of ADRs and the surrender of ADRs | |
| $.05 (or less) per ADS |
– Any cash distribution to ADS registered holders | |
| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs |
– Distribution of securities distributed to holders of deposited securities that are distributed by the depositary to ADS registered holders | |
| $.05 (or less) per ADS |
– General depositary services | |
| Registration or transfer fees |
– Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
| Expenses of the depositary |
– Cable, telex and facsimile transmissions expenses (as are expressly provided in the deposit agreement)
– Converting foreign currency to U.S. dollars | |
| Taxes and other governmental charges |
– As necessary | |
| Any other charge incurred by the depositary or its agents in connection with the servicing of the deposited securities |
– As necessary | |
The Bank of New York Mellon (“BNYM”), as depositary, has agreed to reimburse us annually for expenses related to the administration and maintenance of the depositary receipt facility including, but not limited to, investor relations expenses, legal fees, New York Stock Exchange continued listing fees or any other direct or non-direct depositary receipt program related expenses. There are limits on the amount of expenses for which the depositary will reimburse us. In the fiscal year ended March 31, 2025, the depositary reimbursed us $800,000 for such expenses.
173
PART II
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
None.
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
None.
| ITEM 15. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including our President & Group CEO and Group Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2025. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based upon the evaluation referred to above, our President & Group CEO and Group Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures as of March 31, 2025 were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| (i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
| (ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and |
| (iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
174
Our management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2025 based on the criteria established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on the evaluation, our management has concluded that we maintained effective internal control over financial reporting as of March 31, 2025.
Our independent registered public accounting firm, Ernst & Young ShinNihon LLC has issued an attestation report on our internal control over financial reporting as of March 31, 2025, which appears on page F-6.
Attestation Report of the Registered Public Accounting Firm
See the attestation report of our independent registered public accounting firm, Ernst & Young ShinNihon LLC, which appears on page F-6.
Changes in Internal Control over Financial Reporting
During the period covered by this annual report, there were no changes in our internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
Our Board of Directors has determined that Mr. Takakazu Uchida, Mr. Masahiko Tezuka and Mr. Hisaaki Hirama are each qualified as an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Securities Exchange Act of 1934, as amended. In addition, Mr. Takakazu Uchida and Mr. Masahiko Tezuka are determined to be “independent” as defined under the NYSE Corporate Governance Standards.
| ITEM 16B. | CODE OF ETHICS |
Mizuho Financial Group has adopted a code of ethics, titled “Code of Ethics for Financial Professionals,” which is applicable to all directors, executive officers (as defined in the Companies Act), executive officers (as defined in Mizuho Financial Group’s internal regulations) and employees of Mizuho Financial Group involved in finance, accounting and disclosure. The code of ethics of Mizuho Financial Group is included in this annual report as Exhibit 11.1.
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Fees for Services provided by Ernst & Young ShinNihon LLC
The aggregate fees billed by Ernst & Young ShinNihon LLC, our independent registered public accounting firm, and its affiliates, to Mizuho Financial Group and its consolidated subsidiaries for the fiscal years ended March 31, 2024 and 2025 are presented in the following table:
| Fiscal years ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (in millions of yen) | ||||||||
| Audit fees(1) |
¥ | 5,962 | ¥ | 6,519 | ||||
| Audit-related fees(2) |
334 | 697 | ||||||
| Tax fees(3) |
183 | 211 | ||||||
| All other fees(4) |
58 | 77 | ||||||
|
|
|
|
|
|||||
| Total |
¥ | 6,536 | ¥ | 7,505 | ||||
|
|
|
|
|
|||||
Notes:
| (1) | Audit fees primarily include fees related to the audit of U.S. GAAP financial statements as well as Japanese GAAP financial statements used for home-country reporting purposes. |
175
| (2) | Audit-related fees primarily include fees for services relating to agreed-upon procedures on internal controls and advisory services relating to regulatory filings. |
| (3) | Tax fees primarily include fees for services relating to the preparation of tax returns and tax advice. |
| (4) | All other fees primarily include fees for services relating to education about financial accounting and related legal regulation for our employees. |
Pre-Approval Policies and Procedures
We established the pre-approval policies and procedures required by the Sarbanes-Oxley Act on April 1, 2006. Under the procedures, Mizuho Financial Group and its subsidiaries must apply to our audit committee for pre-approval before entering into an agreement regarding audit and permitted non-audit services with Ernst & Young ShinNihon LLC.
We follow two types of pre-approval policies and procedures:
| General pre-approval | General pre-approval is required for services which are expected to be performed during a given fiscal year. Our audit committee reviews the specific maximum fee amount for new services and the maximum amount of increase/decrease from previous fee amounts for the same type of services as those performed in the past and authorizes pre-approval at the beginning of each fiscal year. | |
| Specific pre-approval | For those services which have not been approved pursuant to the general pre-approval procedure, specific pre-approval by our audit committee is required prior to each engagement. With respect to such services, full-time audit committee member(s) must provide pre-approval and report such pre-approval at the monthly meeting of the audit committee. | |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Not applicable.
176
| ITEM 16E. | PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
The following table sets forth purchases of our common stock by us and our affiliated purchasers during the fiscal year ended March 31, 2025:
| Total number of shares purchased |
Average price paid per share |
Total number of shares purchased as part of publicly announced plans or programs(2) |
Maximum number of shares that may yet be purchased under the plans or programs(2) |
|||||||||||||
| April 1 to April 30, 2024 |
2,849 | ¥ | 2,973.0 | — | — | |||||||||||
| May 1 to May 31, 2024 |
2,697 | 3,082.3 | — | — | ||||||||||||
| June 1 to June 30, 2024 |
2,072 | 3,140.0 | — | — | ||||||||||||
| July 1 to July 31, 2024 |
4,235 | 3,414.0 | — | — | ||||||||||||
| August 1 to August 31, 2024 |
1,727 | 3,049.4 | — | — | ||||||||||||
| September 1 to September 30, 2024 |
1,737 | 2,920.0 | — | — | ||||||||||||
| October 1 to October 31, 2024 |
2,743 | 3,066.6 | — | — | ||||||||||||
| November 1 to November 30, 2024 |
6,133,730 | 3,774.1 | 6,130,200 | 43,869,800 | ||||||||||||
| December 1 to December 31, 2024 |
9,524,825 | 3,811.5 | 9,521,700 | 34,348,100 | ||||||||||||
| January 1 to January 31, 2025 |
5,363,637 | 4,004.2 | 5,360,800 | 28,987,300 | ||||||||||||
| February 1 to February 28, 2025 |
4,481,107 | 4,265.3 | 4,479,400 | 24,507,900 | ||||||||||||
| March 1 to March 31, 2025 |
2,225 | 4,232.3 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total(1) |
25,523,584 | ¥ | 3,922.2 | 25,492,100 | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Notes:
| (1) | A total of 31,484 shares were purchased other than through publicly announced plans or programs during the fiscal year ended March 31, 2025, due to our purchase of shares constituting less than one (1) unit from holders of such shares at the current market price of those shares. |
| (2) | On November 14, 2024, our Board of Directors resolved to repurchase shares of our common stock and cancel all of the repurchased shares. The resolution authorized the repurchase of up to the lesser of (i) an aggregate of 50,000,000 shares of our common stock and (ii) an aggregate of shares of our common stock for an aggregate purchase price of ¥100 billion between November 15, 2024 and February 28, 2025. The total number of shares purchased during the relevant month on a trade basis pursuant to the resolution is set forth in the above table. On February 28, 2025, we completed the repurchase pursuant to the resolution, acquiring 25,492,100 shares of our common stock for ¥99,999,825,700 in aggregate on a trade basis. We cancelled all of the repurchased shares on March 21, 2025. |
| (3) | On May 15, 2025, our Board of Directors resolved to repurchase shares of our common stock and cancel all of the repurchased shares. The resolution authorized the repurchase of up to the lesser of (i) an aggregate of 40,000,000 shares of our common stock and (ii) an aggregate of shares of our common stock for an aggregate purchase price of ¥100 billion between May 16, 2025 and August 31, 2025. The cancellation of the repurchased shares is scheduled on September 22, 2025. Pursuant to the resolution, we have repurchased an aggregate of 4,351,500 shares for ¥16,823,687,600 as of May 31, 2025 on a trade basis. |
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
None.
| ITEM 16G. | CORPORATE GOVERNANCE |
Mizuho Financial Group’s corporate governance practices are governed by applicable Japanese laws, specifically the Companies Act and Financial Instruments and Exchange Act of Japan, and its articles of incorporation and corporate governance guidelines. The company transformed itself from a Company with Audit & Supervisory Board to a Company with Three Committees as of June 24, 2014.
177
Because Mizuho Financial Group’s shares are registered with the U.S. Securities and Exchange Commission and are listed on the New York Stock Exchange (“NYSE”), the company is also subject to corporate governance requirements applicable to NYSE-listed foreign private issuers. NYSE-listed companies that are foreign private issuers meeting certain criteria are permitted to follow home country practices in lieu of certain provisions of Section 303A, and Mizuho Financial Group is relying on this exemption.
A NYSE-listed foreign private issuer is required to provide to its U.S. investors a brief, general summary of the significant differences of corporate governance practices that differ from those followed by NYSE-listed U.S. companies. The following is a summary of the significant ways in which Mizuho Financial Group’s corporate governance practices differ from NYSE listing standards followed by U.S. companies:
| • | A NYSE-listed U.S. company is required to have a majority of directors that meet the independence requirements under Section 303A of the NYSE’s Listed Company Manual. The Companies Act does not require Mizuho Financial Group to have a majority of “independent” directors on the board; rather, it requires the company to have a majority of “outside” directors on each of the Nominating Committee, the Compensation Committee and the Audit Committee, each established as a committee, pursuant to the requirements that apply to a Company with Three Committees. An outside director is defined under the Companies Act as a director who meets all of the following requirements: (a) a person who is not currently, and has not been in the ten years prior to his or her assumption of office as outside director, an executive director, an executive officer, a manager, or any other type of employee (“Executive Director, etc.”) of the company or its subsidiaries; (b) if a person has been a non-executive director, an audit & supervisory board member, or an accounting adviser of the company or its subsidiaries within the ten years prior to his or her assumption of office as outside director, a person who was not an Executive Director, etc., of the company or its subsidiaries in the ten years prior to his or her assumption of office as such; (c) a person who is not (i) a person who controls the company (including the company’s parent company) (“Parent Company, etc.”) and who is a natural person or (ii) a director, an executive officer, a manager or any other type of employee of a Parent Company, etc.; (d) a person who is not an Executive Director, etc., of another subsidiary of a Parent Company, etc.; and (e) a person who is not a spouse or a family member within the second degree of kinship of (i) a director, an executive officer, a manager, or any other type of important employee of the company or (ii) a Parent Company, etc., who is a natural person. In addition to the requirements under the Companies Act, Mizuho Financial Group’s independence standards for outside directors set forth additional independence requirements on a voluntary basis. Such additional requirements include, but are not limited to, restrictions against persons that are related to a principal business counterparty of Mizuho Financial Group and its Three Core Companies (Mizuho Bank, Mizuho Trust & Banking and Mizuho Securities), entities to which Mizuho Financial Group and its Three Core Companies are a principal business counterparty, entities that receive more than a specified amount of donations from Mizuho Financial Group or its Three Core Companies, entities to which directors have been transferred from us, our accounting auditor, law firms and consulting firms that receive more than a specified amount of fees from Mizuho Financial Group or its Three Core Companies, as well as persons who otherwise are likely to give rise to consistent substantive conflicts of interest in relation to general shareholders. Mizuho Financial Group may, however, appoint a person as an outside director who does not satisfy the additional independence requirements but who it believes to be suitable for the position with sufficient independence in consideration of such person’s character and insight, provided that it externally provides an explanation as to the reason it believes such person qualifies as an outside director with sufficient independence. |
Currently, Mizuho Financial Group has eight outside directors among the 14 directors.
| • | A NYSE-listed U.S. company is required to have an audit committee composed entirely of independent directors. Currently, among the four members of the Audit Committee, three members including the Chairperson are outside directors and one member is an internal non-executive director in compliance with the requirements under the Companies Act, and all such committee members are independent under Rule 10A-3 under the U.S. Securities Exchange Act of 1934 with three members qualified as audit committee financial experts. |
178
| • | A NYSE-listed U.S. company is required to have a nominating/corporate governance committee and a compensation committee, both of which must be composed entirely of independent directors. Currently, the Nominating Committee and the Compensation Committee consist solely of outside directors in compliance with the requirements under the Companies Act. |
| • | A NYSE-listed U.S. company must hold regularly scheduled executive sessions where participants are limited to non-executive directors. Currently, the Outside Director Session consists solely of outside directors and is held at least once a year, where the outside directors discuss matters such as issues facing management, the operation of the Board of Directors and the governance systems, and provide opinions as appropriate to our Group CEO. |
| • | A NYSE-listed U.S. company must adopt corporate governance guidelines and a code of business conduct and ethics and must post those on its website. While Mizuho Financial Group is not required to adopt such guidelines and code under applicable Japanese laws or the rules of the stock exchange in Japan on which it is listed, in June 2014, the company established and has been updating its corporate governance guidelines that sets forth its basic policy, framework and governing policies regarding the corporate governance system in Mizuho Financial Group and also maintains the “Mizuho Code of Conduct” as its standard for corporate conduct to be observed by its directors, officers and employees. |
| ITEM 16H. | MINE SAFETY DISCLOSURE |
Not applicable.
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not applicable.
179
| *1 | IT/Digital Transformation Committee (as described in “Item6.C. Board Practices”) |
| *2 | Three lines of defense (concept for defining and classifying organizational functions and responsibilities in risk management and compliance) |
| *3 | Threat-Led Penetration Testing (evaluation of systems and response processes by analyzing targeted threats and conducting attacks that mimic actual attacks) |
| *4 | Cyber Incident Response Team (incident response teams within the Cybersecurity Management Department that specialize in information security issues within the organization) |
| *5 | Security Operation Center (a specialized team within the Cybersecurity Management Department that monitors and analyzes threats to information systems in organizations such as enterprises) |
PART III
| ITEM 17. | FINANCIAL STATEMENTS |
We have elected to provide the financial statements and related information specified in Item 18.
| ITEM 18. | FINANCIAL STATEMENTS |
The information required by this item is set forth in our consolidated financial statements starting on page F-1 of this annual report.
| ITEM 19. | EXHIBITS |
| Exhibit Number |
Description of Exhibits | |
| 1.1 | Articles of Incorporation of Mizuho Financial Group, Inc., March 2, 2023 (English Translation)* | |
| 1.2 | Regulations of the Board of Directors of Mizuho Financial Group, Inc., as amended on April 1, 2025 (English Translation) | |
| 1.3 | Share Handling Regulations of Mizuho Financial Group, Inc., dated September 1, 2022 (English Translation)* | |
| 2.1 | Form of American Depositary Receipt** | |
| 2.2 | Form of Deposit Agreement, amended and restated as of April 2, 2018, among the registrant, The Bank of New York Mellon as Depositary and all owners and holders from time to time of American Depositary Receipts issued thereunder*** | |
| 2.3 | Description of Our Shares of Common Stock and Preferred Stock—see “Item 10.B. Memorandum and Articles of Association.” | |
| 2.4 | Description of Our American Depositary Shares** | |
| 8 | List of significant subsidiaries of Mizuho Financial Group, Inc.—see “Item 4.C. Information on the Company—Organizational Structure.” | |
| 11.1 | Code of Ethics for Financial Professionals of Mizuho Financial Group, Inc., as amended on April 1, 2024 (English Translation)**** | |
| 11.2 | Procedures for Controlling Insider Trading of Mizuho Financial Group, Inc., as amended on April 1, 2025 (English Translation) | |
| 11.3 | Regulations Pertaining to the Financial Transactions of Executives of Mizuho Financial Group, Inc., as amended on April 1, 2024 (English Translation)**** | |
| 12.1 | CEO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)). | |
| 12.2 | CFO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)). | |
| 13.1 | Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). | |
| 15 | Consent of Independent Registered Public Accounting Firm | |
| 97 | Recovery Policy for Executive Compensation**** | |
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
183
| Exhibit Number |
Description of Exhibits | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | The cover page for the Company’s Annual Report on From 20-F for the year ended March 31, 2025, has been formatted in Inline XBRL | |
| * | Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on June 28, 2023. |
| ** | Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 2, 2021. |
| *** | Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 3, 2018, except Exhibit A thereto. For the latest Exhibit A, see Exhibit 2.1 to our annual report on Form 20-F (No. 001-33098) filed on July 2, 2021. |
| **** | Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on June 26, 2024. |
184
SELECTED STATISTICAL DATA
In preparing the selected statistical data set forth below, foreign activities are defined as business transactions that involve customers residing outside of Japan. However, as the operations of Mizuho Financial Group, Inc. and its subsidiaries (“the MHFG Group” or “the Group”) are highly and globally integrated, the MHFG Group has made certain estimates and assumptions in allocating assets, liabilities, income and expense between domestic and foreign operations. The Group considers domestic and foreign activities determined by such methods to be representative of the Group’s operations.
A-1
I. Distribution of assets, liabilities and equity; interest rates and interest differential
Average balances of balance sheet items, interest and dividend income, interest expense and average yields and rates
The following tables show the MHFG Group’s average balances of balance sheet items, Interest and dividend income, Interest expense, average yields on interest-earning assets, and average rates on interest-bearing liabilities for the fiscal years ended March 31, 2023, 2024 and 2025. Average balances are generally based on a daily average. Month-end, quarter-end or half-year-end averages are used for certain average balances where it is not practicable to obtain applicable daily averages. The average balances determined by such methods are considered to be representative of the MHFG Group’s operations.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||
| Average balance |
Interest and dividend income |
Average yield |
Average balance |
Interest and dividend income |
Average yield |
Average balance |
Interest and dividend income |
Average yield |
||||||||||||||||||||||||||||
| (in billions of yen, except percentages) | ||||||||||||||||||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||||||||||||||
| Interest-bearing deposits in other banks: |
||||||||||||||||||||||||||||||||||||
| Domestic |
39,586 | 30 | 0.07 | % | 45,926 | 30 | 0.07 | % | 56,125 | 136 | 0.24 | % | ||||||||||||||||||||||||
| Foreign |
16,626 | 476 | 2.86 | % | 19,600 | 991 | 5.06 | % | 16,279 | 832 | 5.11 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
56,212 | 506 | 0.90 | % | 65,526 | 1,021 | 1.56 | % | 72,404 | 968 | 1.34 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Call loans and funds sold: |
||||||||||||||||||||||||||||||||||||
| Domestic |
3,367 | — | 0.01 | % | 4,889 | — | 0.00 | % | 197 | 1 | 0.46 | % | ||||||||||||||||||||||||
| Foreign |
1,019 | 14 | 1.34 | % | 1,031 | 33 | 3.21 | % | 747 | 20 | 2.71 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
4,386 | 14 | 0.32 | % | 5,920 | 33 | 0.56 | % | 944 | 21 | 2.24 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Receivables under resale agreements and securities borrowing transactions: |
||||||||||||||||||||||||||||||||||||
| Domestic |
8,649 | 47 | 0.54 | % | 8,980 | 72 | 0.80 | % | 11,437 | 86 | 0.75 | % | ||||||||||||||||||||||||
| Foreign |
9,049 | 261 | 2.88 | % | 11,663 | 667 | 5.72 | % | 14,726 | 782 | 5.31 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
17,698 | 308 | 1.74 | % | 20,643 | 739 | 3.58 | % | 26,163 | 868 | 3.32 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Trading account assets: |
||||||||||||||||||||||||||||||||||||
| Domestic |
5,938 | 96 | 1.61 | % | 6,554 | 91 | 1.40 | % | 6,638 | 98 | 1.48 | % | ||||||||||||||||||||||||
| Foreign |
11,582 | 330 | 2.85 | % | 15,142 | 623 | 4.12 | % | 17,061 | 724 | 4.24 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
17,520 | 426 | 2.43 | % | 21,697 | 715 | 3.29 | % | 23,699 | 822 | 3.47 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Investments: |
||||||||||||||||||||||||||||||||||||
| Domestic |
28,172 | 96 | 0.34 | % | 24,888 | 96 | 0.38 | % | 18,481 | 125 | 0.68 | % | ||||||||||||||||||||||||
| Foreign |
5,191 | 79 | 1.53 | % | 7,332 | 210 | 2.87 | % | 9,343 | 358 | 3.84 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
33,363 | 175 | 0.53 | % | 32,220 | 306 | 0.95 | % | 27,825 | 484 | 1.74 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Loans (1): |
||||||||||||||||||||||||||||||||||||
| Domestic |
57,462 | 558 | 0.97 | % | 58,582 | 636 | 1.09 | % | 60,835 | 748 | 1.23 | % | ||||||||||||||||||||||||
| Foreign |
37,035 | 1,402 | 3.79 | % | 38,942 | 2,317 | 5.95 | % | 38,452 | 2,256 | 5.87 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
94,497 | 1,960 | 2.07 | % | 97,524 | 2,953 | 3.03 | % | 99,287 | 3,004 | 3.03 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total interest-earning assets: |
||||||||||||||||||||||||||||||||||||
| Domestic |
143,174 | 827 | 0.58 | % | 149,820 | 925 | 0.62 | % | 153,713 | 1,195 | 0.78 | % | ||||||||||||||||||||||||
| Foreign |
80,502 | 2,562 | 3.18 | % | 93,710 | 4,842 | 5.17 | % | 96,608 | 4,972 | 5.15 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
223,676 | 3,389 | 1.52 | % | 243,529 | 5,767 | 2.37 | % | 250,322 | 6,167 | 2.46 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Noninterest-earning assets: |
||||||||||||||||||||||||||||||||||||
| Cash and due from banks |
2,553 | 2,148 | 2,212 | |||||||||||||||||||||||||||||||||
| Other noninterest-earning assets (2) |
22,769 | 28,538 | 27,308 | |||||||||||||||||||||||||||||||||
| Allowance for credit losses |
(740 | ) | (727 | ) | (761 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total noninterest-earning assets |
24,582 | 29,959 | 28,759 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total average assets |
248,258 | 273,489 | 279,081 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Notes:
| (1) | Average balances of loans include all nonaccrual loans. The amortized portion of net loan origination fees (costs) is included in interest income on loans. |
| (2) | The fair value carrying amounts of derivative contracts are reported in Other noninterest-earning assets. |
A-2
Within total average assets, the percentage attributable to foreign activities was 36.3%, 39.5% and 38.7%, respectively, for the fiscal years ended March 31, 2023, 2024 and 2025.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||
| Average balance |
Interest expense |
Average rate |
Average balance |
Interest expense |
Average rate |
Average balance |
Interest expense |
Average rate |
||||||||||||||||||||||||||||
| (in billions of yen, except percentages) | ||||||||||||||||||||||||||||||||||||
| Liabilities and equity: |
||||||||||||||||||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||||||||||||||
| Deposits: |
||||||||||||||||||||||||||||||||||||
| Domestic |
96,854 | 71 | 0.07 | % | 98,446 | 130 | 0.13 | % | 97,231 | 177 | 0.18 | % | ||||||||||||||||||||||||
| Foreign |
37,983 | 990 | 2.61 | % | 44,214 | 2,047 | 4.63 | % | 45,379 | 2,041 | 4.50 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
134,837 | 1,061 | 0.79 | % | 142,660 | 2,177 | 1.53 | % | 142,610 | 2,218 | 1.56 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Call money and funds purchased: |
||||||||||||||||||||||||||||||||||||
| Domestic |
1,602 | 1 | 0.10 | % | 1,841 | 2 | 0.13 | % | 2,393 | 7 | 0.30 | % | ||||||||||||||||||||||||
| Foreign |
593 | 16 | 2.65 | % | 427 | 20 | 4.63 | % | 238 | 9 | 3.98 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
2,195 | 17 | 0.79 | % | 2,268 | 22 | 0.98 | % | 2,630 | 17 | 0.63 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Payables under repurchase agreements and securities lending transactions: |
||||||||||||||||||||||||||||||||||||
| Domestic |
7,140 | 68 | 0.95 | % | 7,250 | 137 | 1.89 | % | 16,769 | 550 | 3.28 | % | ||||||||||||||||||||||||
| Foreign |
20,772 | 603 | 2.90 | % | 29,076 | 1,580 | 5.43 | % | 24,918 | 1,359 | 5.45 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
27,912 | 671 | 2.40 | % | 36,326 | 1,716 | 4.72 | % | 41,686 | 1,909 | 4.58 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Other short-term borrowings (1): |
||||||||||||||||||||||||||||||||||||
| Domestic |
3,503 | 5 | 0.16 | % | 2,268 | 5 | 0.21 | % | 2,993 | 18 | 0.59 | % | ||||||||||||||||||||||||
| Foreign |
1,810 | 55 | 2.98 | % | 1,790 | 91 | 5.08 | % | 1,673 | 131 | 7.85 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
5,313 | 60 | 1.12 | % | 4,058 | 96 | 2.36 | % | 4,666 | 149 | 3.19 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Trading account liabilities: |
||||||||||||||||||||||||||||||||||||
| Domestic |
4,277 | 56 | 1.32 | % | 4,567 | 53 | 1.16 | % | 4,062 | 61 | 1.50 | % | ||||||||||||||||||||||||
| Foreign |
1,547 | 45 | 2.91 | % | 1,800 | 122 | 6.77 | % | 1,939 | 164 | 8.47 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
5,824 | 101 | 1.74 | % | 6,366 | 175 | 2.75 | % | 6,001 | 225 | 3.75 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Long-term debt: |
||||||||||||||||||||||||||||||||||||
| Domestic |
12,587 | 229 | 1.82 | % | 14,353 | 308 | 2.15 | % | 14,488 | 315 | 2.17 | % | ||||||||||||||||||||||||
| Foreign |
1,270 | 41 | 3.24 | % | 1,403 | 68 | 4.86 | % | 1,720 | 75 | 4.36 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
13,857 | 270 | 1.95 | % | 15,757 | 376 | 2.39 | % | 16,208 | 390 | 2.41 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total interest-bearing liabilities: |
||||||||||||||||||||||||||||||||||||
| Domestic |
125,963 | 430 | 0.34 | % | 128,724 | 634 | 0.49 | % | 137,935 | 1,127 | 0.82 | % | ||||||||||||||||||||||||
| Foreign |
63,975 | 1,750 | 2.73 | % | 78,710 | 3,928 | 4.99 | % | 75,866 | 3,780 | 4.98 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
189,938 | 2,180 | 1.15 | % | 207,434 | 4,562 | 2.20 | % | 213,801 | 4,907 | 2.30 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Noninterest-bearing liabilities (2) |
49,721 | 56,954 | 56,295 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Equity |
8,599 | 9,101 | 8,984 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total average liabilities and equity |
248,258 | 273,489 | 279,081 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Net interest income and average interest rate spread |
1,209 | 0.37 | % | 1,205 | 0.17 | % | 1,260 | 0.16 | % | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Net interest income as a percentage of average total interest-earning assets |
0.54 | % | 0.49 | % | 0.50 | % | ||||||||||||||||||||||||||||||
Notes:
| (1) | Other short-term borrowings include commercial paper. |
| (2) | The fair value carrying amounts of derivative contracts are reported in Noninterest-bearing liabilities. |
Within total average liabilities, which is the total of interest-bearing liabilities and noninterest-bearing liabilities shown in the above table, the percentage attributable to foreign activities was 32.6%, 34.9% and 33.0%, respectively, for the fiscal years ended March 31, 2023, 2024 and 2025.
A-3
Analysis of net interest income
The following tables show changes in the MHFG Group’s Interest and dividend income, Interest expense, and Net interest income based on changes in volume and changes in rate for the fiscal year ended March 31, 2024 compared to the fiscal year ended March 31, 2023 and the fiscal year ended March 31, 2025 compared to the fiscal year ended March 31, 2024. Changes attributable to the combined impact of changes in rate and volume have been allocated proportionately to the changes due to volume changes and changes due to rate changes.
| Fiscal year ended March 31, 2024 versus fiscal year ended March 31, 2023 |
Fiscal year ended March 31, 2025 versus fiscal year ended March 31, 2024 |
|||||||||||||||||||||||
| Increase (decrease) due to changes in |
Net change |
Increase (decrease) due to changes in |
Net change |
|||||||||||||||||||||
| Volume | Yield | Volume | Yield | |||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||
| Interest and dividend income: |
||||||||||||||||||||||||
| Interest-bearing deposits in other banks: |
||||||||||||||||||||||||
| Domestic |
5 | (4 | ) | 1 | 7 | 99 | 106 | |||||||||||||||||
| Foreign |
85 | 429 | 515 | (168 | ) | 9 | (159 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
90 | 426 | 516 | (161 | ) | 108 | (53 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Call loans and funds sold: |
||||||||||||||||||||||||
| Domestic |
— | — | — | — | 1 | 1 | ||||||||||||||||||
| Foreign |
— | 19 | 19 | (9 | ) | (4 | ) | (13 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
— | 19 | 19 | (9 | ) | (3 | ) | (12 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Receivables under resale agreements and securities borrowing transactions: |
||||||||||||||||||||||||
| Domestic |
2 | 23 | 25 | 20 | (5 | ) | 15 | |||||||||||||||||
| Foreign |
75 | 331 | 406 | 175 | (61 | ) | 114 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
77 | 354 | 431 | 195 | (66 | ) | 129 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Trading account assets: |
||||||||||||||||||||||||
| Domestic |
10 | (14 | ) | (4 | ) | 1 | 6 | 7 | ||||||||||||||||
| Foreign |
102 | 192 | 293 | 79 | 22 | 101 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
111 | 177 | 289 | 80 | 27 | 107 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Investments: |
||||||||||||||||||||||||
| Domestic |
(11 | ) | 11 | — | (25 | ) | 54 | 29 | ||||||||||||||||
| Foreign |
33 | 98 | 131 | 58 | 91 | 148 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
22 | 109 | 131 | 33 | 145 | 178 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Loans: |
||||||||||||||||||||||||
| Domestic |
11 | 68 | 78 | 24 | 87 | 112 | ||||||||||||||||||
| Foreign |
72 | 842 | 914 | (29 | ) | (32 | ) | (61 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
83 | 910 | 993 | (5 | ) | 55 | 51 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total interest and dividend income: |
||||||||||||||||||||||||
| Domestic |
16 | 83 | 100 | 27 | 242 | 270 | ||||||||||||||||||
| Foreign |
367 | 1,911 | 2,279 | 106 | 24 | 130 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
383 | 1,995 | 2,378 | 133 | 267 | 400 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
A-4
| Fiscal year ended March 31, 2024 versus fiscal year ended March 31, 2023 |
Fiscal year ended March 31, 2025 versus fiscal year ended March 31, 2024 |
|||||||||||||||||||||||
| Increase (decrease) due to changes in |
Net change |
Increase (decrease) due to changes in |
Net change |
|||||||||||||||||||||
| Volume | Yield | Volume | Yield | |||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||
| Interest expense: |
||||||||||||||||||||||||
| Deposits: |
||||||||||||||||||||||||
| Domestic |
1 | 57 | 59 | (2 | ) | 49 | 48 | |||||||||||||||||
| Foreign |
162 | 895 | 1,057 | 54 | (60 | ) | (6 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
164 | 952 | 1,116 | 52 | (11 | ) | 41 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Call money and funds purchased: |
||||||||||||||||||||||||
| Domestic |
— | 1 | 1 | 1 | 4 | 5 | ||||||||||||||||||
| Foreign |
(4 | ) | 8 | 4 | (9 | ) | (2 | ) | (10 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
(4 | ) | 9 | 5 | (8 | ) | 3 | (6 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Payables under repurchase agreements and securities lending transactions: |
||||||||||||||||||||||||
| Domestic |
1 | 68 | 69 | 179 | 233 | 413 | ||||||||||||||||||
| Foreign |
241 | 736 | 977 | (226 | ) | 5 | (221 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
242 | 803 | 1,045 | (46 | ) | 239 | 192 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Other short-term borrowings: |
||||||||||||||||||||||||
| Domestic |
(2 | ) | 1 | (1 | ) | 2 | 11 | 13 | ||||||||||||||||
| Foreign |
(1 | ) | 38 | 37 | (6 | ) | 46 | 40 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
(3 | ) | 39 | 36 | (4 | ) | 57 | 53 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Trading account liabilities: |
||||||||||||||||||||||||
| Domestic |
4 | (7 | ) | (3 | ) | (6 | ) | 14 | 8 | |||||||||||||||
| Foreign |
7 | 70 | 77 | 9 | 33 | 42 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
11 | 62 | 74 | 4 | 47 | 50 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Long-term debt: |
||||||||||||||||||||||||
| Domestic |
32 | 47 | 79 | 3 | 4 | 7 | ||||||||||||||||||
| Foreign |
4 | 23 | 27 | 15 | (9 | ) | 7 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
36 | 70 | 106 | 18 | (5 | ) | 14 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total interest expense: |
||||||||||||||||||||||||
| Domestic |
36 | 167 | 203 | 177 | 316 | 493 | ||||||||||||||||||
| Foreign |
410 | 1,769 | 2,179 | (162 | ) | 14 | (148 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
447 | 1,935 | 2,382 | 15 | 330 | 345 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net interest income: |
||||||||||||||||||||||||
| Domestic |
(20 | ) | (83 | ) | (103 | ) | (150 | ) | (73 | ) | (223 | ) | ||||||||||||
| Foreign |
(43 | ) | 143 | 100 | 268 | 10 | 278 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
(63 | ) | 59 | (4 | ) | 118 | (63 | ) | 55 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
A-5
II. Investment portfolio
The following table shows the book value, contractual maturity and the weighted average yield of held-to-maturity securities at March 31, 2025. The amortized cost is the basis of the book value for held-to-maturity securities. The weighted average yield is calculated based on the amortized cost for held-to-maturity securities and considers the contractual coupon, amortization of premiums and accretion of discounts and excludes the effects of any related hedging derivatives.
| Maturity | ||||||||||||||||||||||||||||||||||||||||
| One year or less | After one year through five years |
After five years through ten years |
After ten years | Total | ||||||||||||||||||||||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||||||||||||
| (in billions of yen, except percentages) | ||||||||||||||||||||||||||||||||||||||||
| Held-to-maturity securities: |
||||||||||||||||||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||||||||||||||||||
| Japanese government bonds |
— | — | 210 | 0.09 | % | 210 | 0.23 | % | — | — | 419 | 0.16 | % | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total domestic |
— | — | 210 | 0.09 | % | 210 | 0.23 | % | — | — | 419 | 0.16 | % | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Foreign: |
||||||||||||||||||||||||||||||||||||||||
| Agency mortgage-backed securities |
— | — | — | — | — | — | 3,766 | 4.91 | % | 3,766 | 4.91 | % | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total foreign |
— | — | — | — | — | — | 3,766 | 4.91 | % | 3,766 | 4.91 | % | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total |
— | — | 210 | 0.09 | % | 210 | 0.23 | % | 3,766 | 4.91 | % | 4,186 | 4.44 | % | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
In addition to held-to-maturity securities, the MHFG Group’s Investments also include available-for-sale securities, equity securities and other investments. See Note 3 “Investments” to the consolidated financial statements included elsewhere in this annual report for information regarding available-for-sale securities, equity securities and other investments.
A-6
III. Loans
Maturities and sensitivities of loans to changes in interest rates
The following table shows the details of the loan portfolio by time remaining until maturity by category at March 31, 2025:
| Maturity | Loans due after one year |
|||||||||||||||||||||||||||
| One year or less |
After one year through five years |
After five years through fifteen years |
After fifteen years |
Total | Floating rates |
Fixed rates |
||||||||||||||||||||||
| (in billions of yen) | ||||||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||||||
| Corporate: |
||||||||||||||||||||||||||||
| Large companies |
18,320 | 19,022 | 7,875 | 662 | 45,879 | 9,211 | 18,347 | |||||||||||||||||||||
| Small and medium-sized companies |
1,025 | 863 | 650 | 208 | 2,746 | 423 | 1,299 | |||||||||||||||||||||
| Retail: |
||||||||||||||||||||||||||||
| Housing Loan |
466 | 1,487 | 2,859 | 2,010 | 6,822 | 877 | 5,479 | |||||||||||||||||||||
| Others |
714 | 370 | 162 | 29 | 1,275 | 272 | 289 | |||||||||||||||||||||
| Sovereign |
3,293 | 269 | 113 | 17 | 3,693 | 252 | 147 | |||||||||||||||||||||
| Banks and other financial institutions |
423 | 429 | 16 | — | 867 | 327 | 118 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total domestic |
24,241 | 22,440 | 11,675 | 2,927 | 61,282 | 11,362 | 25,679 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Foreign: |
||||||||||||||||||||||||||||
| Corporate |
15,719 | 15,096 | 2,749 | 370 | 33,934 | 1,071 | 17,143 | |||||||||||||||||||||
| Retail |
1 | 2 | 4 | 4 | 10 | 1 | 8 | |||||||||||||||||||||
| Sovereign |
280 | 304 | 197 | — | 781 | — | 501 | |||||||||||||||||||||
| Banks and other financial institutions |
1,478 | 1,495 | 143 | 134 | 3,251 | 211 | 1,562 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total foreign |
17,478 | 16,896 | 3,093 | 508 | 37,975 | 1,284 | 19,214 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
41,719 | 39,336 | 14,768 | 3,435 | 99,257 | 12,646 | 44,893 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
A-7
IV. Allowance for credit losses on loans
The following table shows the credit ratios of the MHFG Group’s loans, nonaccrual loans and allowance for credit losses at March 31, 2024 and 2025:
(1) Allowance for credit losses to total loans
| Allowance for credit losses |
Total loans | Ratio of allowance for credit losses to total loans |
||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| 2024 |
||||||||||||
| Domestic: |
||||||||||||
| Corporate: |
||||||||||||
| Large companies |
528 | 45,921 | 1.15 | % | ||||||||
| Small and medium-sized companies |
36 | 2,436 | 1.48 | % | ||||||||
| Retail: |
||||||||||||
| Housing Loan |
45 | 7,170 | 0.63 | % | ||||||||
| Others |
11 | 1,403 | 0.76 | % | ||||||||
| Sovereign |
— | 2,447 | — | |||||||||
| Banks and other financial institutions |
— | 1,231 | 0.02 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total domestic |
620 | 60,608 | 1.02 | % | ||||||||
| Foreign |
130 | 37,837 | 0.34 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
750 | 98,445 | 0.76 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Allowance for credit losses |
Total loans | Ratio of allowance for credit losses to total loans |
||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| 2025 |
||||||||||||
| Domestic: |
||||||||||||
| Corporate: |
||||||||||||
| Large companies |
598 | 45,879 | 1.30 | % | ||||||||
| Small and medium-sized companies |
41 | 2,746 | 1.49 | % | ||||||||
| Retail: |
||||||||||||
| Housing Loan |
41 | 6,822 | 0.60 | % | ||||||||
| Others |
9 | 1,275 | 0.74 | % | ||||||||
| Sovereign |
— | 3,693 | — | |||||||||
| Banks and other financial institutions |
— | 867 | 0.04 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total domestic |
690 | 61,282 | 1.13 | % | ||||||||
| Foreign |
127 | 37,975 | 0.33 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
816 | 99,257 | 0.82 | % | ||||||||
|
|
|
|
|
|
|
|||||||
Ratio of allowance for credit losses to total loans in large companies of corporate under Domestic increased by 0.15% from 1.15% at March 31, 2024 to 1.30% at March 31, 2025 due mainly to changes in the business environment surrounding some large borrowers.
A-8
(2) Nonaccrual loans to total loans
| Nonaccrual loans |
Total loans | Ratio of nonaccrual loans to total loans |
||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| 2024 |
||||||||||||
| Domestic: |
||||||||||||
| Corporate: |
||||||||||||
| Large companies |
967 | 45,921 | 2.11 | % | ||||||||
| Small and medium-sized companies |
97 | 2,436 | 4.00 | % | ||||||||
| Retail: |
||||||||||||
| Housing Loan |
35 | 7,170 | 0.49 | % | ||||||||
| Others |
49 | 1,403 | 3.53 | % | ||||||||
| Sovereign |
— | 2,447 | — | |||||||||
| Banks and other financial institutions |
— | 1,231 | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total domestic |
1,149 | 60,608 | 1.90 | % | ||||||||
| Foreign |
127 | 37,837 | 0.34 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
1,276 | 98,445 | 1.30 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Nonaccrual loans |
Total loans | Ratio of nonaccrual loans to total loans |
||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| 2025 |
||||||||||||
| Domestic: |
||||||||||||
| Corporate: |
||||||||||||
| Large companies |
800 | 45,879 | 1.74 | % | ||||||||
| Small and medium-sized companies |
92 | 2,746 | 3.37 | % | ||||||||
| Retail: |
||||||||||||
| Housing Loan |
30 | 6,822 | 0.44 | % | ||||||||
| Others |
43 | 1,275 | 3.37 | % | ||||||||
| Sovereign |
— | 3,693 | — | |||||||||
| Banks and other financial institutions |
— | 867 | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total domestic |
965 | 61,282 | 1.58 | % | ||||||||
| Foreign |
96 | 37,975 | 0.25 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
1,062 | 99,257 | 1.07 | % | ||||||||
|
|
|
|
|
|
|
|||||||
Ratio of nonaccrual loans to total loans in large companies of corporate under Domestic decreased by 0.37% from 2.11% at March 31, 2024 to 1.74% at March 31, 2025 due to a decrease in nonaccrual loans.
A-9
(3) Allowance for credit losses to nonaccrual loans
| Allowance for credit losses |
Nonaccrual loans |
Ratio of allowance for credit losses to nonaccrual loans |
||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| 2024 |
||||||||||||
| Domestic: |
||||||||||||
| Corporate: |
||||||||||||
| Large companies |
528 | 967 | 54.55 | % | ||||||||
| Small and medium-sized companies |
36 | 97 | 36.99 | % | ||||||||
| Retail: |
||||||||||||
| Housing Loan |
45 | 35 | 129.68 | % | ||||||||
| Others |
11 | 49 | 21.59 | % | ||||||||
| Sovereign |
— | — | — | |||||||||
| Banks and other financial institutions |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total domestic |
620 | 1,149 | 53.95 | % | ||||||||
| Foreign |
130 | 127 | 102.48 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
750 | 1,276 | 58.78 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Allowance for credit losses |
Nonaccrual loans |
Ratio of allowance for credit losses to nonaccrual loans |
||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| 2025 |
||||||||||||
| Domestic: |
||||||||||||
| Corporate: |
||||||||||||
| Large companies |
598 | 800 | 74.80 | % | ||||||||
| Small and medium-sized companies |
41 | 92 | 44.40 | % | ||||||||
| Retail: |
||||||||||||
| Housing Loan |
41 | 30 | 134.24 | % | ||||||||
| Others |
9 | 43 | 21.98 | % | ||||||||
| Sovereign |
— | — | — | |||||||||
| Banks and other financial institutions |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total domestic |
690 | 965 | 71.45 | % | ||||||||
| Foreign |
127 | 96 | 131.78 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
816 | 1,062 | 76.91 | % | ||||||||
|
|
|
|
|
|
|
|||||||
Ratio of allowance for credit losses to nonaccrual loans in large companies of corporate under Domestic increased by 20.25% from 54.55% at March 31, 2024 to 74.80% at March 31, 2025 due mainly to changes in the business environment surrounding some large borrowers.
A-10
The following table shows ratio of net charge-offs to average loans at March 31, 2024 and 2025:
| Average loans | Net charge-offs | Ratio of net charge-offs to average loans |
||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| 2024 |
||||||||||||
| Domestic: |
||||||||||||
| Corporate: |
||||||||||||
| Large companies |
44,729 | 23 | 0.05 | % | ||||||||
| Small and medium-sized companies |
2,733 | 3 | 0.10 | % | ||||||||
| Retail: |
||||||||||||
| Housing Loan |
7,342 | 1 | 0.01 | % | ||||||||
| Others |
1,474 | 3 | 0.18 | % | ||||||||
| Sovereign |
2,084 | — | — | |||||||||
| Banks and other financial institutions |
836 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total domestic |
59,197 | 29 | 0.05 | % | ||||||||
| Foreign |
37,609 | 5 | 0.01 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
96,807 | 34 | 0.04 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Average loans | Net charge-offs | Ratio of net charge-offs to average loans |
||||||||||
| (in billions of yen, except percentages) | ||||||||||||
| 2025 |
||||||||||||
| Domestic: |
||||||||||||
| Corporate: |
||||||||||||
| Large companies |
45,863 | 4 | 0.01 | % | ||||||||
| Small and medium-sized companies |
2,503 | 5 | 0.18 | % | ||||||||
| Retail: |
||||||||||||
| Housing Loan |
6,983 | 1 | 0.02 | % | ||||||||
| Others |
1,340 | 4 | 0.28 | % | ||||||||
| Sovereign |
2,884 | — | — | |||||||||
| Banks and other financial institutions |
952 | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total domestic |
60,525 | 14 | 0.02 | % | ||||||||
| Foreign |
37,743 | 14 | 0.04 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total |
98,268 | 28 | 0.03 | % | ||||||||
|
|
|
|
|
|
|
|||||||
A-11
The following table shows an allocation of the MHFG Group’s allowance for credit losses and the percentage of loans in each category to total loans at March 31, 2024 and 2025:
| 2024 | 2025 | |||||||||||||||
| Amount | % of loans in each category to total loans |
Amount | % of loans in each category to total loans |
|||||||||||||
| (in billions of yen, except percentages) | ||||||||||||||||
| Domestic: |
||||||||||||||||
| Corporate: |
||||||||||||||||
| Large companies |
528 | 46.65 | % | 598 | 46.22 | % | ||||||||||
| Small and medium-sized companies |
36 | 2.47 | % | 41 | 2.77 | % | ||||||||||
| Retail: |
||||||||||||||||
| Housing Loan |
45 | 7.28 | % | 41 | 6.87 | % | ||||||||||
| Others |
11 | 1.42 | % | 9 | 1.28 | % | ||||||||||
| Sovereign |
— | 2.49 | % | — | 3.72 | % | ||||||||||
| Banks and other financial institutions |
— | 1.25 | % | — | 0.87 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total domestic |
620 | 61.57 | % | 690 | 61.74 | % | ||||||||||
| Foreign |
130 | 38.43 | % | 127 | 38.26 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
750 | 100.00 | % | 816 | 100.00 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
A-12
V. Deposits
The following table shows the average amount of, and the average rate on, the following deposit categories for the fiscal years ended March 31, 2023, 2024 and 2025:
| 2023 | 2024 | 2025 | ||||||||||||||||||||||
| Average amount |
Average rate |
Average amount |
Average rate |
Average amount |
Average rate |
|||||||||||||||||||
| (in billions of yen, except percentages) | ||||||||||||||||||||||||
| Domestic offices: |
||||||||||||||||||||||||
| Noninterest-bearing demand deposits |
27,205 | — | 28,177 | — | 28,369 | — | ||||||||||||||||||
| Interest-bearing demand deposits |
65,641 | 0.04 | % | 69,050 | 0.08 | % | 68,525 | 0.13 | % | |||||||||||||||
| Time deposits |
18,640 | 0.24 | % | 21,031 | 0.36 | % | 25,679 | 0.31 | % | |||||||||||||||
| Certificates of deposit |
12,573 | — | 8,365 | — | 3,028 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Foreign offices: |
||||||||||||||||||||||||
| Noninterest-bearing demand deposits |
2,838 | — | 2,960 | — | 2,822 | — | ||||||||||||||||||
| Interest-bearing deposits, principally time deposits |
30,466 | 2.55 | % | 34,218 | 4.52 | % | 35,084 | 4.39 | % | |||||||||||||||
| Certificates of deposit |
7,517 | 2.82 | % | 9,996 | 5.00 | % | 10,294 | 4.87 | % | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
164,880 | 0.64 | % | 173,796 | 1.25 | % | 173,801 | 1.28 | % | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
The total amounts of deposits by foreign depositors in domestic offices at March 31, 2023, 2024 and 2025 were ¥1,491 billion, ¥1,182 billion and ¥719 billion, respectively.
The estimated amounts of uninsured deposits at March 31, 2024 and 2025 were ¥114,173 billion and ¥118,917 billion, respectively. The uninsured deposits refer to the amounts of deposit accounts under certain categories that are not covered by the relevant insurance regimes and the aggregate amounts of the uninsured deposit accounts that exceed the respective limit of the insurance regime in each local jurisdiction. In Japan, categories such as deposits denominated in foreign currency and certificates of deposits are uninsured, and the insurance limit per client is ¥10 million. At March 31, 2025, the estimated amounts and remaining maturities of uninsured time deposits and certificates of deposit are shown in the following table:
| Time deposits |
Certificates of deposit |
Total | ||||||||||
| (in billions of yen) | ||||||||||||
| Domestic offices: |
||||||||||||
| Due in three months or less |
11,627 | 2,494 | 14,121 | |||||||||
| Due after three months through six months |
2,846 | 114 | 2,960 | |||||||||
| Due after six months through twelve months |
2,779 | 151 | 2,930 | |||||||||
| Due after twelve months |
1,021 | 50 | 1,071 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
18,272 | 2,809 | 21,081 | |||||||||
|
|
|
|
|
|
|
|||||||
| Foreign offices: |
||||||||||||
| Due in three months or less |
21,624 | 7,137 | 28,761 | |||||||||
| Due after three months through six months |
1,698 | 3,010 | 4,709 | |||||||||
| Due after six months through twelve months |
1,505 | 1,082 | 2,587 | |||||||||
| Due after twelve months |
50 | 361 | 411 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total(Note) |
24,877 | 11,590 | 36,467 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
43,150 | 14,399 | 57,548 | |||||||||
|
|
|
|
|
|
|
|||||||
Note: The estimated amount that exceeded the Federal Deposit Insurance Corporation insurance limit in the United States was ¥736 billion as of March 31, 2025.
A-13
Page |
||||
| Consolidated Financial Statements of Mizuho Financial Group, Inc. and Subsidiaries | ||||
| Reports of Independent Registered Public Accounting Firm (PCAOB ID: |
F-2 |
|||
| Consolidated Balance Sheets as of March 31, 2024 and 2025 |
F-8 |
|||
| Consolidated Statements of Income for the fiscal years ended March 31, 2023, 2024 and 2025 |
F-10 |
|||
| Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2023, 2024 and 2025 |
F-11 | |||
| Consolidated Statements of Equity for the fiscal years ended March 31, 2023, 2024 and 2025 |
F-12 |
|||
| Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2023, 2024 and 2025 |
F-13 |
|||
| Notes to Consolidated Financial Statements |
F-15 |
|||
Allowance for Credit Losses | ||
| Description of the Matter |
The Company’s loan portfolio and the associated allowance for credit losses (ACL) for the loan portfolio, were JPY 99,257 billion and JPY 816 billion as of March 31, 2025, respectively. As discussed in Notes 1 and 5 to the consolidated financial statements, the allowance for credit losses involves significant judgments on several matters including expectations of future economic conditions, assignment of obligor ratings, valuation of collateral, the timing and amount of future cash flows, and the consideration of qualitative adjustments. When determining expected credit losses, a single forward-looking macroeconomic scenario is considered over a reasonable and supportable forecast period. In terms of the internal risk ratings, for the corporate portfolio segment, the credit quality review process and the credit rating process serve as the basis for determining the allowance for credit losses on loans. Through such processes loans are categorized into groups to reflect the probability of default (PD), whereby the Company’s management assesses the ability of borrowers to service their debt, taking into consideration current financial information, ability to generate cash, historical payment experience, analysis of relevant industry segments and current trends. For the retail portfolio segment, the different categories of past due status of loans are primarily utilized in the credit quality review and the credit rating processes as the basis for determining the allowance for credit losses on loans. The quantitative calculation covers expected credit losses over an instrument’s expected life and is estimated by applying credit loss factors to the Company’s estimated exposure at default (EAD). The credit loss factors incorporate the PD as well as the loss given default (LGD) based on the historical loss rates. To supplement the historical loss data for overseas obligors, external credit ratings such as S&P are also used to calculate the PD. The Company estimates the allowance for certain individual loans by using either the fair value of the collateral or the discounted cash flow (DCF) method. The Company’s methodology for determining ACL on loans also considers the imprecision inherent in the methodologies used. As a result, the amounts determined under the methodologies described above are adjusted by management to consider the potential impact of other qualitative factors which include, but are not limited to, imprecision in macroeconomic scenario assumptions and emerging risks such as trade policies and their ripple effect on specific portfolio segments. Considering internal and external factors affecting the credit quality of the portfolio, the Company incorporated the estimated impact of the evolving tariff policies on the automotive supply chain, the interest rates hike on domestic obligors, and other factors contributing to economic uncertainty into the macroeconomic scenario. The macroeconomic scenario was revised to reflect updated key assumptions including the forecasted business outlook for specific portfolio segments, and the current forecast for the growth rate of gross domestic product. Auditing management’s ACL estimate is challenging due to the models used to estimate the PD, LGD and EAD which incorporate a forward-looking macroeconomic scenario and due to the subjective nature of the qualitative factors which require auditor judgment. Therefore, specialists who have experience in the industry are necessary. Additionally, auditing management’s estimate of the timing and amount of expected future cash flows for large individual loans to borrowers experiencing financial difficulty, incorporating the likelihood and structure of loan modifications, if any, requires significant judgement. | |
| How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s process for establishing the ACL, including management’s controls over (i) selection and implementation of the forward-looking macroeconomic scenario used in determining PD, LGD and EAD, (ii) expected loss models and methodologies used in quantitative calculations, including model validation, (iii) completeness and accuracy of key inputs and assumptions used in quantitative calculations, (iv) determination of the present value of the timing and amount of expected future cash flows for large individual borrowers and (v) adjustments to reflect management’s consideration of qualitative factors. With the support of our specialists, we assessed the macroeconomic scenario by, among other procedures, evaluating management’s methodology and agreeing a sample of key economic factors used to external sources. We also performed and considered the results of various sensitivity analyses and analytical procedures, including comparison of a sample of the key economic factors to external sources different than the Company’s, historical statistics and peer bank information. With respect to expected loss models, with the support of our specialists, we evaluated model design and re-performed the expected loss calculation for a sample of models. We also tested the appropriateness of key inputs and assumptions used in these models by agreeing a sample of inputs to internal and external sources, including historical loss statistics.Regarding management’s qualitative adjustments to the quantitative calculation, with support of our specialists, we evaluated the macroeconomic factors and emerging risks related to changes in the environment impacting specific industries within the corporate and retail portfolio segments. We also evaluated and tested internal and external data used in the qualitative adjustments by agreeing significant inputs and underlying data to internal and external sources, when available, that corroborated or contradicted management’s assumptions used in the qualitative adjustments. With respect to the DCF method, we evaluated the present value of expected future cash flows through our assessment of the reasonableness of the obligors’ restructuring plans, as well as the timing and underlying sources of the repayment. We performed back-testing of forecasted cash flows against actual cash flow results. We also assessed the appropriateness of significant inputs and assumptions used in the DCF method by agreeing them to internal and independently obtained external sources such as financial statements, peer data, and current industry trends. We also clerically tested 100% of the models for the related obligors. We evaluated the overall ACL amount, including model estimates and qualitative adjustments to the quantitative calculation, and whether the ACL appropriately reflects expected credit losses on the loan portfolio. We reviewed peer-bank information, subsequent events and transactions including changes to the obligor ratings and other credit trends and considered whether they corroborate or contradict the Company’s measurement of the ACL. | |
Valuation of Certain Level 3 Financial Instruments | ||
| Description of the Matter |
As described in Notes 1 and 26 to the consolidated financial statements, the Company carries various types of over-the-counter | |
| derivative liabilities and long-term debt with embedded derivatives measured at fair value as of March 31, 2025, respectively. These financial instruments are classified within Level 3 of the fair value hierarchy, which is defined as having unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Management utilizes internally developed valuation models and unobservable inputs to value certain level 3 financial instruments. The significant unobservable inputs used by management to value these financial instruments include correlation and volatility. Auditing management’s valuation of certain level 3 financial instruments is challenging because the determination of certain valuation models and significant unobservable inputs requires significant judgment and effort in performing procedures related to valuing these instruments. | ||
| How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s derivatives and long-term debt fair value measurement processes. The controls tested included, but were not limited to, controls over significant unobservable inputs in the fair value measurements and controls over the appropriateness of the valuation models. Our audit procedures included, among others, evaluating the valuation techniques used, testing certain significant unobservable inputs used, comparing the Company’s valuation inputs to independent, third-party market information, when available, developing an independent estimate of fair value for a sample of these financial instruments using independent valuation models, and comparing management’s estimate to the independently developed estimate of fair value. We involved our specialists to evaluate certain significant unobservable inputs, and to perform a valuation of a sample of these financial instruments independent from the Company’s estimate of fair value. | |
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
| Assets: |
||||||||
| Cash and due from banks |
||||||||
| Interest-bearing deposits in other banks |
||||||||
| Call loans and funds sold |
||||||||
| Receivables under resale agreements |
||||||||
| Receivables under securities borrowing transactions |
||||||||
| Trading account assets (including assets pledged that secured parties are permitted to sell or repledge of ¥ |
||||||||
| Investments (Note 3): |
||||||||
| Available-for-sale |
||||||||
| Held-to-maturity |
||||||||
| Equity securities |
||||||||
| Other investments |
||||||||
| Loans (Notes 4 and 5) |
||||||||
| Allowance for credit losses on loans |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Loans, net of allowance |
||||||||
| Premises and equipment—net (Note 6) |
||||||||
| Due from customers on acceptances |
||||||||
| Accrued income |
||||||||
| Goodwill (Note 7) |
||||||||
| Intangible assets (Note 7) |
||||||||
| Deferred tax assets |
||||||||
| Other assets (Note 12) |
||||||||
| |
|
|
|
|||||
| Total assets |
||||||||
| |
|
|
|
|||||
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
| Assets of consolidated VIEs: |
||||||||
| Cash and due from banks |
||||||||
| Interest-bearing deposits in other banks |
||||||||
| Call loans and funds sold |
||||||||
| Trading account assets |
||||||||
| Investments |
||||||||
| Loans, net of allowance |
||||||||
| All other assets |
||||||||
| |
|
|
|
|||||
| Total assets |
|
|||||||
| |
|
|
|
|||||
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
| Liabilities and equity: |
||||||||
| Deposits: |
||||||||
| Domestic: |
||||||||
| Noninterest-bearing deposits |
||||||||
| Interest-bearing deposits |
||||||||
| Foreign: |
||||||||
| Noninterest-bearing deposits |
||||||||
| Interest-bearing deposits |
||||||||
| Due to trust accounts |
||||||||
| Call money and funds purchased |
||||||||
| Payables under repurchase agreements (Note 28) |
||||||||
| Payables under securities lending transactions (Note 28) |
||||||||
| Other short-term borrowings (including liabilities accounted for at fair value of ¥ |
||||||||
| Trading account liabilities |
||||||||
| Bank acceptances outstanding |
||||||||
| Income taxes payable |
||||||||
| Deferred tax liabilities |
||||||||
| Accrued expenses |
||||||||
| Long-term debt (including liabilities accounted for at fair value of ¥ |
||||||||
| Other liabilities (Note 12) |
||||||||
| |
|
|
|
|||||
| Total liabilities |
||||||||
| |
|
|
|
|||||
| Commitments and contingencies (Note 22) |
||||||||
| Equity: |
||||||||
| MHFG shareholders’ equity: |
||||||||
| Common stock (Note 14)— 5 |
||||||||
| Retained earnings |
||||||||
| Accumulated other comprehensive income (loss), net of tax (Note 16) |
||||||||
| Less: Treasury stock, at cost—Common stock |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total MHFG shareholders’ equity |
||||||||
| Noncontrolling interests |
||||||||
| |
|
|
|
|||||
| Total equity |
||||||||
| |
|
|
|
|||||
| Total liabilities and equity |
||||||||
| |
|
|
|
|||||
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
| Liabilities of consolidated VIEs: |
||||||||
| Payables under securities lending transactions |
||||||||
| Other short-term borrowings |
||||||||
| Trading account liabilities |
||||||||
| Long-term debt |
||||||||
| All other liabilities |
||||||||
| |
|
|
|
|||||
| Total liabilities |
|
|||||||
| |
|
|
|
|||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
| Interest and dividend income: |
||||||||||||
| Loans, including fees |
||||||||||||
| Investments: |
||||||||||||
| Interest |
||||||||||||
| Dividends |
||||||||||||
| Trading account assets |
||||||||||||
| Call loans and funds sold |
||||||||||||
| Receivables under resale agreements and securities borrowing transactions |
||||||||||||
| Deposits in other banks |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total interest and dividend income |
||||||||||||
| |
|
|
|
|
|
|||||||
| Interest expense: |
||||||||||||
| Deposits |
||||||||||||
| Trading account liabilities |
||||||||||||
| Call money and funds purchased |
||||||||||||
| Payables under repurchase agreements and securities lending transactions |
||||||||||||
| Other short-term borrowings |
||||||||||||
| Long-term debt |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total interest expense |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net interest income |
||||||||||||
| Provision (credit) for credit losses (Notes 3 and 5) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net interest income after provision (credit) for credit losses. |
||||||||||||
| |
|
|
|
|
|
|||||||
| Noninterest income (Note 24): |
||||||||||||
| Fee and commission income |
||||||||||||
| Foreign exchange gains (losses)—net (Note 25) |
( |
) | ( |
) | ||||||||
| Trading account gains (losses)—net (Note 25) |
( |
) | ||||||||||
| Investment gains (losses)—net: |
||||||||||||
| Debt securities |
( |
) | ( |
) | ||||||||
| Equity securities |
( |
) | ||||||||||
| Equity in earnings (losses) of equity method investees—net |
( |
) | ||||||||||
| Gains on disposal of premises and equipment |
||||||||||||
| Other noninterest income |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total noninterest income |
||||||||||||
| |
|
|
|
|
|
|||||||
| Noninterest expenses: |
||||||||||||
| Salaries and employee benefits |
||||||||||||
| General and administrative expenses |
||||||||||||
| Occupancy expenses |
||||||||||||
| Fee and commission expenses |
||||||||||||
| Provision (credit) for credit losses on off-balance-sheet instruments |
||||||||||||
| Other noninterest expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total noninterest expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| Income before income tax expense |
||||||||||||
| Income tax expense (Note 19) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net income |
||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net income (loss) attributable to MHFG shareholders |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Earnings per common share (Note 18): |
(in yen) |
|||||||||||
| Basic net income (loss) per common share |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Diluted net income (loss) per common share |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Dividends per common share: |
||||||||||||
| Common stock |
|
|||||||||||
| |
|
|
|
|
|
|||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Net income (Note) |
||||||||||||
Other comprehensive income (loss), net of tax: |
||||||||||||
Net unrealized gains (losses) on available-for-sale |
( |
) | ( |
) | ||||||||
Foreign currency translation adjustments, net of tax |
||||||||||||
Defined benefit plan adjustments, net of tax |
( |
) | ||||||||||
Own credit risk adjustments, net of tax |
( |
) | ||||||||||
Total other comprehensive income (loss), net of tax |
|
|
( |
) | ||||||||
Total comprehensive income |
|
|||||||||||
Less: Total comprehensive income (loss) attributable to noncontrolling interests |
( |
) | ||||||||||
Total comprehensive income attributable to MHFG shareholders |
||||||||||||
| Note: | The amounts that have been reclassified out of Accumulated other comprehensive income (loss), net of tax into net income are presented in Note 16 “Accumulated other comprehensive income (loss), net of tax.” |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
| Common stock: |
||||||||||||
| Balance at beginning of fiscal year |
||||||||||||
| Performance-based stock compensation program |
( |
) | ||||||||||
| Change in ownership interests in consolidated subsidiaries |
||||||||||||
| Cancellation of common stock |
( |
) | ||||||||||
| Other |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of fiscal year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Retained earnings: |
||||||||||||
| Balance at beginning of fiscal year |
||||||||||||
| Net income (loss) attributable to MHFG shareholders |
( |
) | ||||||||||
| Dividends declared |
( |
) | ( |
) | ( |
) | ||||||
| Cancellation of common stock |
( |
) | ||||||||||
| Other |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of fiscal year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Accumulated other comprehensive income (loss), net of tax (Note 16) (Note) : |
||||||||||||
| Balance at beginning of fiscal year |
||||||||||||
| Change during year |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of fiscal year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Treasury stock, at cost: |
||||||||||||
| Balance at beginning of fiscal year |
( |
) | ( |
) | ( |
) | ||||||
| Purchases of treasury stock |
( |
) | ( |
) | ( |
) | ||||||
| Disposal of treasury stock |
||||||||||||
| Cancellation of treasury stock |
||||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of fiscal year |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total MHFG shareholders’ equity |
||||||||||||
| |
|
|
|
|
|
|||||||
| Noncontrolling interests: |
||||||||||||
| Balance at beginning of fiscal year |
||||||||||||
| Transactions between the MHFG Group and the noncontrolling interest shareholders |
( |
) | ||||||||||
| Dividends paid to noncontrolling interests |
( |
) | ( |
) | ( |
) | ||||||
| Net income (loss) attributable to noncontrolling interests |
( |
) | ||||||||||
| Other |
||||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of fiscal year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total equity |
||||||||||||
| |
|
|
|
|
|
|||||||
| Note: | The amounts that have been reclassified out of Accumulated other comprehensive income (loss), net of tax into net income are presented in Note 16 “Accumulated other comprehensive income (loss), net of tax.” |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
| Cash flows from operating activities: |
||||||||||||
| Net income |
||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net income (loss) attributable to MHFG shareholders |
( |
) | ||||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||||||
| Depreciation and amortization |
||||||||||||
| Provision (credit) for credit losses |
||||||||||||
| Investment losses (gains)—net |
( |
) | ( |
) | ||||||||
| Equity in losses (earnings) of equity method investees—net |
( |
) | ( |
) | ||||||||
| Foreign exchange losses (gains)—net |
( |
) | ||||||||||
| Deferred income tax expense (benefit) |
( |
) | ( |
) | ||||||||
| Net change in trading account assets |
( |
) | ( |
) | ( |
) | ||||||
| Net change in trading account liabilities |
||||||||||||
| Net change in loans held for sale |
( |
) | ( |
) | ||||||||
| Net change in accrued income |
( |
) | ( |
) | ||||||||
| Net change in accrued expenses |
( |
) | ||||||||||
| Other—net |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net cash provided by (used in) operating activities |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Cash flows from investing activities: |
||||||||||||
| Proceeds from sales of Available-for-sale |
||||||||||||
| Proceeds from sales of Equity securities (Note) |
||||||||||||
| Proceeds from maturities of Available-for-sale |
||||||||||||
| Proceeds from maturities of Held-to-maturity |
||||||||||||
| Purchases of Available-for-sale |
( |
) | ( |
) | ( |
) | ||||||
| Purchases of Held-to-maturity |
( |
) | ( |
) | ( |
) | ||||||
| Purchases of Equity securities (Note) |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales of loans |
||||||||||||
| Net change in loans |
( |
) | ( |
) | ( |
) | ||||||
| Net change in call loans and funds sold, and receivables under resale agreements and securities borrowing transactions |
( |
) | ( |
) | ||||||||
| Proceeds from sales of premises and equipment |
||||||||||||
| Purchases of premises and equipment |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales of investments in subsidiaries (affecting the scope of consolidation) |
||||||||||||
| Purchases of investments in subsidiaries (affecting the scope of consolidation) |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Net cash provided by (used in) investing activities |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Cash flows from financing activities: |
||||||||||||
| Net change in deposits |
||||||||||||
| Net change in call money and funds purchased, and payables under repurchase agreements and securities lending transactions |
||||||||||||
| Net change in due to trust accounts |
( |
) | ||||||||||
| Net change in other short-term borrowings |
( |
) | ||||||||||
| Proceeds from issuance of long-term debt |
||||||||||||
| Repayment of long-term debt |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from noncontrolling interests |
||||||||||||
| Payments to noncontrolling interests |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales of treasury stock |
||||||||||||
| Purchases of treasury stock |
( |
) | ( |
) | ( |
) | ||||||
| Dividends paid |
( |
) | ( |
) | ( |
) | ||||||
| Dividends paid to noncontrolling interests |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net cash provided by financing activities |
||||||||||||
| |
|
|
|
|
|
|||||||
| Effect of exchange rate changes on cash and cash equivalents |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net increase (decrease) in cash and cash equivalents |
( |
) | ||||||||||
| Cash and cash equivalents at beginning of fiscal year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Cash and cash equivalents at end of fiscal year |
||||||||||||
| |
|
|
|
|
|
|||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
| Interest paid |
|
|
||||||||||
| Income taxes paid |
||||||||||||
| Noncash investing activities: |
||||||||||||
| Transfer of loans into loans held for sale |
||||||||||||
| Note: | Proceeds from sales of Equity securities as well as Purchases of Equity securities include cash activity related to Other investments, the amounts of which are not significant. |
Years |
||||
Buildings |
||||
Equipment and furniture |
||||
Amortized cost (4)(5) |
Gross unrealized gains |
Gross unrealized losses |
Fair value |
|||||||||||||
(in millions of yen) |
||||||||||||||||
| 2024 |
||||||||||||||||
| Available-for-sale |
||||||||||||||||
| Debt securities: |
||||||||||||||||
| Japanese government bonds |
||||||||||||||||
| Japanese local government bonds |
||||||||||||||||
| U.S. Treasury bonds and federal agency securities |
||||||||||||||||
| Other foreign government bonds |
||||||||||||||||
| Agency mortgage-backed securities (1) |
||||||||||||||||
| Residential mortgage-backed securities |
||||||||||||||||
| Commercial mortgage-backed securities |
||||||||||||||||
| Japanese corporate bonds and other debt securities |
||||||||||||||||
| Foreign corporate bonds and other debt securities (2) |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Held-to-maturity |
||||||||||||||||
| Debt securities: |
||||||||||||||||
| Japanese government bonds |
||||||||||||||||
| Agency mortgage-backed securities (3) |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Amortized cost (4)(5) |
Gross unrealized gains |
Gross unrealized losses |
Fair value |
|||||||||||||
(in millions of yen) |
||||||||||||||||
| 2025 |
||||||||||||||||
| Available-for-sale |
||||||||||||||||
| Debt securities: |
||||||||||||||||
| Japanese government bonds |
||||||||||||||||
| Japanese local government bonds |
||||||||||||||||
| U.S. Treasury bonds and federal agency securities |
||||||||||||||||
| Other foreign government bonds |
||||||||||||||||
| Agency mortgage-backed securities (1) |
||||||||||||||||
| Residential mortgage-backed securities |
||||||||||||||||
| Commercial mortgage-backed securities |
||||||||||||||||
| Japanese corporate bonds and other debt securities |
||||||||||||||||
| Foreign corporate bonds and other debt securities (2) |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Held-to-maturity |
||||||||||||||||
| Debt securities: |
||||||||||||||||
| Japanese government bonds |
||||||||||||||||
| Agency mortgage-backed securities (3) |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| (1) | Agency mortgage-backed securities presented in this line consist of Japanese and Foreign agency mortgage-backed securities, of which the fair values were ¥ |
| (2) | Other debt securities presented in this line primarily consist of Foreign negotiable certificates of deposit (“NCDs”) and asset-backed securities (“ABS”), of which the total fair values were ¥ |
| (3) | All Agency mortgage-backed securities presented in this line are Ginnie Mae securities. |
| (4) | Amortized cost, net of the allowance for credit losses, of which the amounts related to available-for-sale |
| (5) | Accrued interest receivables of ¥ |
Amortized cost |
Due in one year or less |
Due after one year through five years |
Due after five years through ten years |
Due after ten years |
Total |
|||||||||||||||
(in millions of yen) |
||||||||||||||||||||
| Available-for-sale |
||||||||||||||||||||
| Debt securities: |
||||||||||||||||||||
| Japanese government bonds |
||||||||||||||||||||
| Japanese local government bonds |
||||||||||||||||||||
| U.S. Treasury bonds and federal agency securities |
||||||||||||||||||||
| Other foreign government bonds |
||||||||||||||||||||
| Agency mortgage-backed securities |
||||||||||||||||||||
| Residential mortgage-backed securities |
||||||||||||||||||||
| Commercial mortgage-backed securities |
||||||||||||||||||||
| Japanese corporate bonds and other debt securities |
||||||||||||||||||||
| Foreign corporate bonds and other debt securities |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Held-to-maturity |
||||||||||||||||||||
| Debt securities: |
||||||||||||||||||||
| Japanese government bonds |
||||||||||||||||||||
| Agency mortgage-backed securities |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Fair value |
Due in one year or less |
Due after one year through five years |
Due after five years through ten years |
Due after ten years |
Total |
|||||||||||||||
(in millions of yen) |
||||||||||||||||||||
| Available-for-sale |
||||||||||||||||||||
| Debt securities: |
||||||||||||||||||||
| Japanese government bonds |
||||||||||||||||||||
| Japanese local government bonds |
||||||||||||||||||||
| U.S. Treasury bonds and federal agency securities |
||||||||||||||||||||
| Other foreign government bonds |
||||||||||||||||||||
| Agency mortgage-backed securities |
||||||||||||||||||||
| Residential mortgage-backed securities |
||||||||||||||||||||
| Commercial mortgage-backed securities |
||||||||||||||||||||
| Japanese corporate bonds and other debt securities |
||||||||||||||||||||
| Foreign corporate bonds and other debt securities |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Held-to-maturity |
||||||||||||||||||||
| Debt securities: |
||||||||||||||||||||
| Japanese government bonds |
||||||||||||||||||||
| Agency mortgage-backed securities |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Less than 12 months |
12 months or more |
Total |
||||||||||||||||||||||
Fair value |
Gross unrealized losses |
Fair value |
Gross unrealized losses |
Fair value |
Gross unrealized losses |
|||||||||||||||||||
(in millions of yen) |
||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||
Japanese government bonds |
||||||||||||||||||||||||
Japanese local government bonds |
||||||||||||||||||||||||
U.S. Treasury bonds and federal agency securities |
||||||||||||||||||||||||
Other foreign government bonds |
||||||||||||||||||||||||
Agency mortgage-backed securities (Note) |
||||||||||||||||||||||||
Residential mortgage-backed securities |
||||||||||||||||||||||||
Commercial mortgage-backed securities. |
||||||||||||||||||||||||
Japanese corporate bonds and other debt securities |
||||||||||||||||||||||||
Foreign corporate bonds and other debt securities |
||||||||||||||||||||||||
Total |
||||||||||||||||||||||||
2025 |
||||||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||
Japanese government bonds |
||||||||||||||||||||||||
Japanese local government bonds |
||||||||||||||||||||||||
U.S. Treasury bonds and federal agency securities |
||||||||||||||||||||||||
Other foreign government bonds |
||||||||||||||||||||||||
Agency mortgage-backed securities (Note) |
||||||||||||||||||||||||
Residential mortgage-backed securities |
||||||||||||||||||||||||
Commercial mortgage-backed securities. |
||||||||||||||||||||||||
Japanese corporate bonds and other debt securities |
||||||||||||||||||||||||
Foreign corporate bonds and other debt securities |
||||||||||||||||||||||||
Total |
||||||||||||||||||||||||
| Note: | Agency mortgage-backed securities presented in this line consist of Japanese agency mortgage-backed securities, of which the fair values were ¥ |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Gross realized gains |
|
|||||||||||
Gross realized losses |
( |
) | ( |
) | ( |
) | ||||||
Net realized gains (losses) on sales of available-for-sale |
( |
) | ( |
) | ( |
) | ||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Net gains (losses) recognized during the period on equity securities |
( |
) | ||||||||||
Less: Net gains (losses) recognized during the period on equity securities sold during the period |
||||||||||||
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting period |
( |
) | ||||||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Carrying amounts at the end of the period |
|
|||||||||||
Downward adjustments and impairments |
||||||||||||
Upward adjustments |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Downward adjustments and impairments |
|
|
|
|||||||||
Upward adjustments |
||||||||||||
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
Equity method investments |
||||||||
Investments held by consolidated investment companies and other |
||||||||
Total |
||||||||
| Obligor category (1) (2) |
Obligor rating |
Definition | ||
| Normal |
A | Obligors whose certainty of debt fulfillment is very high, hence their level of credit risk is very low. | ||
| B | Obligors whose certainty of debt fulfillment poses no problems for the foreseeable future, and their level of credit risk is low. | |||
| C | Obligors whose certainty of debt fulfillment and their level of credit risk pose no problems for the foreseeable future. | |||
| D | Obligors whose current certainty of debt fulfillment poses no problems, however, their resistance to future economic environmental changes is low. | |||
| Watch |
E1 | Obligors that require observation going forward because of either minor concerns regarding their financial position, or their somewhat weak or unstable business conditions. | ||
| E2 | Obligors that require special observation going forward because of problems with their borrowings such as reduced or suspended interest payments, problems with debt fulfillment such as failure to make principal or interest payments, or problems with their financial position as a result of their weak or unstable business conditions. | |||
| Intensive control |
F | Obligors that are not yet bankrupt but are in financial difficulties and are deemed likely to become bankrupt in the future because of insufficient progress in implementing their management improvement plans or other measures (including obligors that are receiving ongoing support from financial institutions). | ||
| Substantially bankrupt |
G | Obligors that have not yet become legally or formally bankrupt but are substantially insolvent because they are in serious financial difficulties and are deemed to be incapable of being restructured. | ||
| Bankrupt |
H | Obligors that have become legally or formally bankrupt. | ||
| (1) | Special attention obligors are watch obligors with modified debt or 90 days or more delinquent debt. Loans to such obligors are considered nonaccrual. |
| (2) | The Group classifies loans to special attention, intensive control, substantially bankrupt and bankrupt obligors as nonaccrual loans. |
Term loans by origination year |
||||||||||||||||||||||||||||||||
2023 |
2022 |
2021 |
2020 |
2019 |
Prior to 2019 |
Revolving Loans (2) |
Total |
|||||||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||||||
| 2024 |
||||||||||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||||||||||
| Corporate: |
||||||||||||||||||||||||||||||||
| Large companies: |
||||||||||||||||||||||||||||||||
| Normal obligors |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Small and medium-sized companies: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Retail (1) : |
||||||||||||||||||||||||||||||||
| Housing Loan: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Others: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Sovereign: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Banks and other financial institutions: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total domestic |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Foreign: |
||||||||||||||||||||||||||||||||
| Corporate (3) : |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Retail: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Sovereign: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Banks and other financial institutions: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total foreign |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Term loans by origination year |
||||||||||||||||||||||||||||||||
2024 |
2023 |
2022 |
2021 |
2020 |
Prior to 2020 |
Revolving Loans (2) |
Total |
|||||||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||||||
| 2025 |
||||||||||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||||||||||
| Corporate: |
||||||||||||||||||||||||||||||||
| Large companies: |
||||||||||||||||||||||||||||||||
| Normal obligors |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Small and medium-sized companies: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Retail (1) : |
||||||||||||||||||||||||||||||||
| Housing Loan: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Others: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Sovereign: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Banks and other financial institutions: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total domestic |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Foreign: |
||||||||||||||||||||||||||||||||
| Corporate (3) : |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Retail: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Sovereign: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| Banks and other financial institutions: |
||||||||||||||||||||||||||||||||
| Normal obligors |
||||||||||||||||||||||||||||||||
| Watch obligors excluding special attention obligors |
||||||||||||||||||||||||||||||||
| Nonaccrual loans |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total foreign |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| (1) | The primary component of the retail portfolio segment is housing loans to individuals which obligor category is classified based on past due status. The trigger to reclassify obligors from normal obligors to watch obligors excluding special attention obligors is when the past due status is more than 30 days. |
| (2) | There were no significant revolving line of credit arrangements that converted to term loans during the fiscal year ended March 31, 2024 and 2025. |
| (3) | Corporate of foreign included ¥ |
March 31, 2024 |
||||||||||||||||||||||||||||||||
2023 |
2022 |
2021 |
2020 |
2019 |
Prior to 2019 |
Revolving Loans |
Total |
|||||||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||||||||||
| Corporate: |
||||||||||||||||||||||||||||||||
| Large companies |
||||||||||||||||||||||||||||||||
| Small and medium-sized companies |
||||||||||||||||||||||||||||||||
| Retail: |
||||||||||||||||||||||||||||||||
| Housing Loan |
||||||||||||||||||||||||||||||||
| Others |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total domestic |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Foreign: |
||||||||||||||||||||||||||||||||
| Total foreign (Note) |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||
2024 |
2023 |
2022 |
2021 |
2020 |
Prior to 2020 |
Revolving Loans |
Total |
|||||||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||||||
| Domestic: |
||||||||||||||||||||||||||||||||
| Corporate: |
||||||||||||||||||||||||||||||||
| Large companies |
||||||||||||||||||||||||||||||||
| Small and medium-sized companies |
||||||||||||||||||||||||||||||||
| Retail: |
||||||||||||||||||||||||||||||||
| Housing Loan |
||||||||||||||||||||||||||||||||
| Others |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total domestic |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Foreign: |
||||||||||||||||||||||||||||||||
| Total foreign (Note) |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Amortized cost (1) |
Interest income recognized (2) |
|||||||||||||||
Nonaccrual loans with an allowance |
Nonaccrual loans without an allowance |
Total nonaccrual loans |
||||||||||||||
(in billions of yen) |
||||||||||||||||
2024 |
||||||||||||||||
Domestic: |
||||||||||||||||
Corporate: |
||||||||||||||||
Large companies |
||||||||||||||||
Small and medium-sized companies |
||||||||||||||||
Retail: |
||||||||||||||||
Housing Loan |
||||||||||||||||
Others |
||||||||||||||||
Total domestic |
||||||||||||||||
Foreign: |
||||||||||||||||
Total foreign (3) |
||||||||||||||||
Total |
||||||||||||||||
2025 |
||||||||||||||||
Domestic: |
||||||||||||||||
Corporate: |
||||||||||||||||
Large companies |
||||||||||||||||
Small and medium-sized companies |
||||||||||||||||
Retail: |
||||||||||||||||
Housing Loan |
||||||||||||||||
Others |
||||||||||||||||
Total domestic |
||||||||||||||||
Foreign: |
||||||||||||||||
Total foreign (3) |
||||||||||||||||
Total |
||||||||||||||||
| (1) | Amounts represent the outstanding balances of nonaccrual loans. The MHFG Group’s policy for placing loans in nonaccrual status is consistent with the Group’s definition of nonaccrual loans. |
| (2) | Amounts represent the amount of interest income on nonaccrual loans recognized on a cash basis and included in Interest income on loans in the consolidated statements of income. |
| (3) | The majority of total foreign consist of corporate. |
Term extension (2) |
Interest rate reduction (2) |
Term extension and interest rate reduction (2) |
Principal forgiveness |
Other |
Total (3)(4) |
|||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||
Domestic: |
||||||||||||||||||||||||
Corporate: |
||||||||||||||||||||||||
Large companies |
||||||||||||||||||||||||
Small and medium-sized companies |
||||||||||||||||||||||||
Retail: |
||||||||||||||||||||||||
Housing Loan |
|
|
|
|
|
|
||||||||||||||||||
Others |
||||||||||||||||||||||||
Total domestic |
||||||||||||||||||||||||
Foreign: |
||||||||||||||||||||||||
Total foreign (1) |
||||||||||||||||||||||||
Total |
||||||||||||||||||||||||
Term extension (2) |
Interest rate reduction (2) |
Term extension and interest rate reduction (2) |
Principal forgiveness |
Other |
Total (3)(4) |
|||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||
2025 |
||||||||||||||||||||||||
Domestic: |
||||||||||||||||||||||||
Corporate: |
||||||||||||||||||||||||
Large companies |
||||||||||||||||||||||||
Small and medium-sized companies |
||||||||||||||||||||||||
Retail: |
||||||||||||||||||||||||
Housing Loan |
|
|
|
|
|
|
||||||||||||||||||
Others |
||||||||||||||||||||||||
Total domestic |
||||||||||||||||||||||||
Foreign: |
||||||||||||||||||||||||
Total foreign (1) |
||||||||||||||||||||||||
Total |
||||||||||||||||||||||||
| (1) | The majority of total foreign consist of corporate. |
| (2) | The financial effects of loan modifications, which were largely in the form of term extensions and interest rate reductions, included extending the weighted-average life of the loans by |
| (3) | Commitments to lend to borrowers experiencing financial difficulty that were granted modifications were immaterial at March 31, 2024 and 2025. |
| (4) | The allowance for credit losses on loans is based on macroeconomic-sensitive models that rely on historical performance and macroeconomic scenarios to forecast expected credit losses. Modifications of loans impact expected credit losses by affecting the likelihood of default. |
30-59 days past due |
60-89 days past due |
90 days or more past due |
Total past due |
Current |
Total |
|||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||
Domestic: |
||||||||||||||||||||||||
Corporate: |
||||||||||||||||||||||||
Large companies |
||||||||||||||||||||||||
Small and medium-sized companies |
||||||||||||||||||||||||
Retail: |
||||||||||||||||||||||||
Housing Loan |
|
|
|
|
|
|
||||||||||||||||||
Others |
||||||||||||||||||||||||
Total domestic |
||||||||||||||||||||||||
Foreign: |
||||||||||||||||||||||||
Total foreign (Note) |
||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
30-59 days past due |
60-89 days past due |
90 days or more past due |
Total past due |
Current |
Total |
|||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||
2025 |
||||||||||||||||||||||||
Domestic: |
||||||||||||||||||||||||
Corporate: |
||||||||||||||||||||||||
Large companies |
||||||||||||||||||||||||
Small and medium-sized companies |
||||||||||||||||||||||||
Retail: |
||||||||||||||||||||||||
Housing Loan |
|
|
|
|
|
|
||||||||||||||||||
Others |
||||||||||||||||||||||||
Total domestic |
||||||||||||||||||||||||
Foreign: |
||||||||||||||||||||||||
Total foreign (Note) |
||||||||||||||||||||||||
| Total | |
|
||||||||||||||||||||||
30-59 days past due |
60-89 days past due |
90 days or more past due |
Total past due |
Current |
Total |
|||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||
Domestic: |
||||||||||||||||||||||||
Corporate: |
||||||||||||||||||||||||
Large companies |
||||||||||||||||||||||||
Small and medium-sized companies |
||||||||||||||||||||||||
Retail: |
||||||||||||||||||||||||
Housing Loan |
||||||||||||||||||||||||
Others |
||||||||||||||||||||||||
Sovereign |
|
|
|
|
|
|
||||||||||||||||||
Banks and other financial institutions |
||||||||||||||||||||||||
Total domestic |
||||||||||||||||||||||||
Foreign: |
||||||||||||||||||||||||
Total foreign (Note) |
||||||||||||||||||||||||
Total |
||||||||||||||||||||||||
2025 |
||||||||||||||||||||||||
Domestic: |
||||||||||||||||||||||||
Corporate: |
||||||||||||||||||||||||
Large companies |
||||||||||||||||||||||||
Small and medium-sized companies |
||||||||||||||||||||||||
Retail: |
||||||||||||||||||||||||
Housing Loan |
||||||||||||||||||||||||
Others |
||||||||||||||||||||||||
Sovereign |
|
|||||||||||||||||||||||
Banks and other financial institutions |
||||||||||||||||||||||||
Total domestic |
||||||||||||||||||||||||
Foreign: |
||||||||||||||||||||||||
Total foreign (Note) |
||||||||||||||||||||||||
Total |
||||||||||||||||||||||||
Domestic |
||||||||||||||||||||||||
Corporate |
Retail |
Sovereign |
Banks and other financial institutions |
Foreign (2) |
Total |
|||||||||||||||||||
(in millions of yen) |
||||||||||||||||||||||||
| 2023 |
||||||||||||||||||||||||
| Balance at beginning of fiscal year |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Provision (credit) for credit losses on loans |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Charge-offs (3) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Recoveries |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Others (1) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at end of fiscal year |
|
|
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 2024 |
||||||||||||||||||||||||
| Balance at beginning of fiscal year |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Provision (credit) for credit losses on loans |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Charge-offs (3) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Recoveries |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Others (1) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at end of fiscal year |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 2025 |
||||||||||||||||||||||||
| Balance at beginning of fiscal year |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Provision (credit) for credit losses on loans |
( |
) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Recoveries |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net charge-offs |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Others (1) |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at end of fiscal year |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Others includes primarily foreign exchange translation. |
| (2) | The majority of total foreign consist of corporate. |
| (3) | Charge-offs decreased from ¥ ¥million for the fiscal year ended March 31, 2024. The decrease was due mainly to a charge-off related to a debt waiver to a domestic corporate borrower which was recognized in the fiscal year ended March 31, 2023. |
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
| Land |
||||||||
| Buildings |
||||||||
| Equipment and furniture |
||||||||
| Leasehold improvements |
||||||||
| Construction in progress |
||||||||
| Software |
||||||||
| |
|
|
|
|||||
| Total |
||||||||
| Less: Accumulated depreciation and amortization |
||||||||
| |
|
|
|
|||||
| Premises and equipment—net |
||||||||
| |
|
|
|
|||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Balance at beginning of fiscal year |
||||||||||||
Goodwill acquired (1) |
||||||||||||
Foreign exchange translation |
( |
) | ||||||||||
Balance at end of fiscal year |
||||||||||||
Gross amount of goodwill (2) |
||||||||||||
Accumulated impairment losses |
||||||||||||
| (1) | For the fiscal year ended March 31, 2024, Goodwill acquired is entirely related to the acquisition of Greenhill & Co., Inc. |
| (2) | Goodwill is recorded at a designated reporting unit level for the purpose of assessing impairment. Goodwill is not allocated to the reportable segments in Note 30 “Business segment information.” |
2024 |
2025 |
|||||||||||||||||||||||
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
|||||||||||||||||||
(in millions of yen) |
||||||||||||||||||||||||
Intangible assets subject to amortization: |
||||||||||||||||||||||||
Customer relationships (Note) |
|
|
||||||||||||||||||||||
Other |
||||||||||||||||||||||||
Total |
||||||||||||||||||||||||
Intangible assets not subject to amortization: |
||||||||||||||||||||||||
Total |
— | — | ||||||||||||||||||||||
Total |
||||||||||||||||||||||||
| Note: | Customer relationships were mainly acquired in connection with the merger of MHSC and Shinko on May 7, 2009 and the integration among asset management companies on October 1, 2016. See Note 1 “Basis of presentation and summary of significant accounting policies” for further information. |
(in millions of yen) |
||||
Fiscal year ending March 31: |
||||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
2030 |
||||
2024 |
2025 |
|||||||
(in billions of yen) |
||||||||
Interest-bearing deposits in other banks |
||||||||
Trading account assets |
||||||||
Investments |
||||||||
Loans |
||||||||
Other assets |
||||||||
Total |
||||||||
2024 |
2025 |
|||||||
(in billions of yen) |
||||||||
Deposits |
||||||||
Payables under repurchase agreements |
||||||||
Payables under securities lending transactions |
||||||||
Other short-term borrowings |
||||||||
Long-term debt |
||||||||
Total |
||||||||
Time deposits |
Certificates of deposit |
Total | |||||||||||||||
(in millions of yen) | |||||||||||||||||
Domestic offices: |
|||||||||||||||||
Due in one year or less |
|||||||||||||||||
Due after one year through two years |
|||||||||||||||||
Due after two years through three years |
|||||||||||||||||
Due after three years through four years |
|||||||||||||||||
Due after four years through five years |
|||||||||||||||||
Due after five years |
|||||||||||||||||
Total |
|||||||||||||||||
Foreign offices: |
|||||||||||||||||
Due in one year or less |
|||||||||||||||||
Due after one year through two years |
|||||||||||||||||
Due after two years through three years |
|||||||||||||||||
Due after three years through four years |
|||||||||||||||||
Due after four years through five years |
|||||||||||||||||
Due after five years |
|||||||||||||||||
Total |
|||||||||||||||||
Total |
|||||||||||||||||
2024 |
2025 |
|||||||
(in billions of yen) |
||||||||
Domestic offices: |
||||||||
Time deposits |
||||||||
Certificates of deposit |
||||||||
Total |
||||||||
Foreign offices: |
||||||||
Time deposits |
||||||||
Certificates of deposit |
||||||||
Total |
||||||||
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
Short-term notes issued by consolidated VIEs of asset-backed commercial paper programs (1) |
||||||||
Commercial paper and short-term notes issued by MHFG’s subsidiaries (1) (2) |
||||||||
Borrowings from the Bank of Japan |
||||||||
Other |
||||||||
Total |
|
|
||||||
| (1) | Short-term notes are issued under the laws of Japan in the form of commercial paper. |
| (2) | The amounts of commercial paper and short-term notes issued by MHFG’s subsidiaries were ¥ |
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
Obligations under |
||||||||
Loan participation borrowings |
||||||||
Senior borrowings and bonds |
||||||||
Subordinated borrowings and bonds |
||||||||
Total |
||||||||
Interest rates (1) |
Maturities (2) |
2024 |
2025 |
|||||||||||
(%) |
(in millions of yen) |
|||||||||||||
Senior borrowings and bonds: |
||||||||||||||
fixed rate denominated in Japanese yen |
- |
|||||||||||||
fixed rate denominated in U.S. dollars |
- |
|||||||||||||
fixed rate denominated in other currencies |
- |
|||||||||||||
floating rate denominated in Japanese yen |
- |
|||||||||||||
floating rate denominated in U.S. dollars |
- |
|||||||||||||
floating rate denominated in other currencies |
- |
|||||||||||||
Total |
||||||||||||||
Subordinated borrowings and bonds: |
||||||||||||||
fixed rate denominated in Japanese yen |
-Perpetual | |||||||||||||
fixed rate denominated in U.S. dollars |
- |
|||||||||||||
Total |
||||||||||||||
Total |
||||||||||||||
| (1) | The interest rates disclosed reflect the range of contractual rates in effect at March 31, 2025. |
| (2) | Maturity information disclosed is the range of maturities at March 31, 2025. |
| (3) | None of the long-term debt issuances above are convertible to common stock. |
| (4) | Certain debt agreements permit the MHFG Group to redeem the related debt, in whole or in part, prior to maturity at the MHFG Group’s option on terms specified in the respective agreements. |
(in millions of yen) |
||||
Fiscal year ending March 31: |
||||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
2030 |
||||
2031 and thereafter |
||||
Total |
||||
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
Other assets: |
||||||||
Accounts receivable: |
||||||||
Receivables from brokers, dealers and customers for securities transactions |
||||||||
Other |
||||||||
Collateral pledged: |
||||||||
Collateral pledged for derivative transactions |
||||||||
Margins provided for futures contracts |
||||||||
Other |
||||||||
Prepaid pension cost |
||||||||
Right-of-use |
||||||||
Security deposits |
||||||||
Loans held for sale |
||||||||
Other (1)(2) |
||||||||
Total |
||||||||
Other liabilities: |
||||||||
Accounts payable: |
||||||||
Payables to brokers, dealers and customers for securities transactions |
||||||||
Other |
||||||||
Guaranteed trust principal (3) |
||||||||
Lease liabilities |
||||||||
Collateral accepted: |
||||||||
Collateral accepted for derivative transactions |
||||||||
Margins accepted for futures contracts |
||||||||
Unearned income |
||||||||
Other (2) |
||||||||
Total |
||||||||
(1) |
The MHFG Group included premises and equipment classified as held for sale in Other. |
(2) |
As of March 31, 2025, the MHFG Group included assets of ¥ |
(3) |
Guaranteed trust principal, included in All other liabilities in the disclosure about consolidated VIEs in the accompanying balance sheets, is a liability of certain consolidated trust arrangements that meet the definition of a VIE for which the MHFG Group provides guarantees for the repayment of principal. See Note 23 “Variable interest entities and securitizations” for further discussion of the guaranteed principal money trusts. |
2023 |
2024 |
2025 |
||||||||||||||||||||||
Class of stock |
Authorized |
Issued |
Authorized |
Issued |
Authorized |
Issued |
||||||||||||||||||
(number of shares) |
||||||||||||||||||||||||
Class XIV preferred stock |
||||||||||||||||||||||||
Class XV preferred stock |
||||||||||||||||||||||||
Class XVI preferred stock |
||||||||||||||||||||||||
2023 |
2024 |
2025 |
||||||||||
(shares) |
||||||||||||
Balance at beginning of fiscal year |
||||||||||||
Cancellation of common stock |
||||||||||||
Balance at end of fiscal year |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
AOCI, balance at beginning of fiscal year |
||||||||||||
Net unrealized gains (losses) on available-for-sale |
||||||||||||
Balance at beginning of fiscal year |
( |
) |
( |
) |
||||||||
Unrealized holding gains (losses) during year |
( |
) |
( |
) | ||||||||
Less: reclassification adjustments for losses (gains) included in net income |
||||||||||||
Change during year |
( |
) |
( |
) | ||||||||
Balance at end of fiscal year |
( |
) |
( |
) | ||||||||
Foreign currency translation adjustments: |
||||||||||||
Balance at beginning of fiscal year |
||||||||||||
Foreign currency translation adjustments during year |
||||||||||||
Less: reclassification adjustments for losses (gains) included in net income |
( |
) |
( |
) | ||||||||
Change during year |
||||||||||||
Balance at end of fiscal year |
||||||||||||
Defined benefit plan adjustments: |
||||||||||||
Balance at beginning of fiscal year |
||||||||||||
Unrealized gains (losses) during year |
( |
) | ||||||||||
Less: reclassification adjustments for losses (gains) included in net income |
( |
) |
( |
) |
( |
) | ||||||
Change during year |
( |
) | ||||||||||
Balance at end of fiscal year |
||||||||||||
Own credit risk adjustments: |
||||||||||||
Balance at beginning of fiscal year |
||||||||||||
Unrealized gains (losses) during year |
( |
) |
||||||||||
Less: reclassification adjustments for losses (gains) included in net income |
||||||||||||
Change during year |
( |
) |
||||||||||
Balance at end of fiscal year |
||||||||||||
Total other comprehensive income (loss), net of tax attributable to MHFG shareholders |
( |
) | ||||||||||
AOCI, balance at end of fiscal year |
||||||||||||
Before tax (1) |
Tax effect (2) |
Net of tax before allocation to noncontrolling interests |
Net of tax attributable to noncontrolling interests (2) |
Net of tax attributable to MHFG shareholders |
||||||||||||||||||||
(in millions of yen) |
||||||||||||||||||||||||
Amounts reclassified out of AOCI into net income: |
|
Affected line items in the consolidated statements of income: |
| |||||||||||||||||||||
Net unrealized gains (losses) on available-for-sale |
( |
) | ( |
) | ( |
) | Investment gains (losses)—net |
| ||||||||||||||||
Foreign currency translation adjustments |
( |
) | |
Foreign exchange gains (losses)—net Other noninterest income |
| |||||||||||||||||||
Defined benefit plan adjustments |
( |
) | Salaries and employee benefits |
| ||||||||||||||||||||
Own credit risk adjustments |
( |
) | ( |
) | ( |
) | Other noninterest income (expenses) |
| ||||||||||||||||
Total |
( |
) | ||||||||||||||||||||||
| (1) | The financial statement line item in which the amounts in the before tax column are reported in the consolidated statements of income is listed to the right of the table. |
| (2) | The financial statement line items in which the amounts in the tax effect and the net of tax attributable to noncontrolling interest columns are reported in the consolidated statements of income are Income tax expense (benefit) and Net income (loss), respectively. |
March 2024 |
March 2025 |
March 2026 |
March 2027 |
|||||||||||||
Minimum Common Equity Tier 1 capital |
% | % | % | % | ||||||||||||
Minimum Tier 1 capital |
% | |
% | |
% | |
% | |||||||||
Minimum total capital |
% | % | % | % | ||||||||||||
Capital conservation buffer |
% | % | % | % | ||||||||||||
Countercyclical capital buffer (1) |
% | % | % | % | ||||||||||||
Additional loss absorbency requirements for G-SIBs and D-SIBs (2) |
% | % | % | % | ||||||||||||
Minimum Leverage Ratio (3) |
% | % | % | % | ||||||||||||
| (1) | Figures assume that the countercyclical capital buffer will continue to be 5 . |
| (2) | Figures assume that the additional loss absorbency requirements applied to the Group as a G-SIB and D-SIB continue to be |
| (3) | The ratios disclosed above include a leverage ratio buffer required to be met at G-SIB under the finalized Basel III reforms. |
2024 |
2025 | |||||||||||||||||||
Amount |
Ratio |
Amount |
Ratio | |||||||||||||||||
(in billions of yen, except percentages) | ||||||||||||||||||||
Consolidated: |
||||||||||||||||||||
MHFG: |
||||||||||||||||||||
Common Equity Tier 1 capital: |
||||||||||||||||||||
Required (1) |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Tier 1 capital: |
||||||||||||||||||||
Required (1) |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Total risk-based capital: |
||||||||||||||||||||
Required (1) |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Leverage Ratio (2) : |
||||||||||||||||||||
Required (3) |
||||||||||||||||||||
Actual |
||||||||||||||||||||
MHBK: |
||||||||||||||||||||
Common Equity Tier 1 capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
2024 |
2025 | |||||||||||||||||||
Amount |
Ratio |
Amount |
Ratio | |||||||||||||||||
(in billions of yen, except percentages) | ||||||||||||||||||||
Tier 1 capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Total risk-based capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Leverage Ratio (2) : |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
MHTB: |
||||||||||||||||||||
Common Equity Tier 1 capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Tier 1 capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Total risk-based capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Leverage Ratio (2) : |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Non-consolidated: |
||||||||||||||||||||
MHBK: |
||||||||||||||||||||
Common Equity Tier 1 capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Tier 1 capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Total risk-based capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Leverage Ratio (2) : |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
MHTB: |
||||||||||||||||||||
Common Equity Tier 1 capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Tier 1 capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
2024 |
2025 | |||||||||||||||||||
Amount |
Ratio |
Amount |
Ratio | |||||||||||||||||
(in billions of yen, except percentages) | ||||||||||||||||||||
Total risk-based capital: |
||||||||||||||||||||
Required |
||||||||||||||||||||
Actual |
||||||||||||||||||||
Leverage Ratio (2) : |
||||||||||||||||||||
Required |
|
|||||||||||||||||||
Actual |
||||||||||||||||||||
| (1) | The required ratios disclosed above, at March 31, 2024 and 2025, include the capital conservation buffer of G-SIBs and D-SIBs of |
| (2) | The required and actual amounts disclosed above at March 31, 2024 and 2025 exclude amounts of deposits to the Bank of Japan. |
| (3) | The required ratios disclosed above, at March 31, 2024 and 2025, include a leverage ratio buffer required to be met at G-SIB under the finalized Basel III reforms. |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Net income (loss): |
||||||||||||
Net income (loss) attributable to MHFG common shareholders |
( |
) | ||||||||||
Effect of dilutive securities |
||||||||||||
Net income (loss) attributable to common shareholders after assumed conversions |
( |
) | ||||||||||
2023 |
2024 |
2025 |
||||||||||
(thousands of shares) |
||||||||||||
Shares: |
||||||||||||
Weighted average common shares outstanding |
||||||||||||
Effect of dilutive securities: |
||||||||||||
Stock options and the common shares of MHFG under the stock compensation programs (Note) |
||||||||||||
Weighted average common shares after assumed conversions |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
(in yen) |
||||||||||||
Earnings per common share: |
||||||||||||
Basic net income (loss) per common share |
( |
) | ||||||||||
Diluted net income (loss) per common share (Note) |
( |
) | ||||||||||
Note: |
For the fiscal years ended March 31, 2023, the performance-based plan under the stock compensation programs could potentially dilute earnings per common share but were not included in the computation of diluted earnings per common share due to their antidilutive effects. In addition, for the fiscal years ended March 31, 2023, the computation of diluted earnings per common share did not assume exercise of stock options, as the effect of such exercise would be antidilutive due to net loss. |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Current: |
||||||||||||
Domestic |
||||||||||||
Foreign |
||||||||||||
Total current tax expense |
||||||||||||
Deferred: |
||||||||||||
Domestic |
( |
) | ( |
) | ||||||||
Foreign |
( |
) | ( |
) | ||||||||
Total deferred tax expense (benefit) |
( |
) | ( |
) | ||||||||
Total income tax expense |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Net unrealized gains (losses) on available-for-sale |
||||||||||||
Unrealized gains (losses) |
( |
) | ( |
) | ||||||||
Less: reclassification adjustments |
||||||||||||
Total |
( |
) | ( |
) | ||||||||
Foreign currency translation adjustments: |
||||||||||||
Unrealized gains (losses) |
||||||||||||
Less: reclassification adjustments |
||||||||||||
Total |
||||||||||||
Defined benefit plan adjustments: |
||||||||||||
Unrealized gains (losses) |
( |
) | ||||||||||
Less: reclassification adjustments |
( |
) | ( |
) | ( |
) | ||||||
Total |
( |
) | ||||||||||
Own credit risk adjustments: |
||||||||||||
Unrealized gains (losses) |
( |
) | ||||||||||
Less: reclassification adjustments |
||||||||||||
Total |
( |
) | ||||||||||
Total tax effect before allocation to noncontrolling interests |
( |
) | ||||||||||
2023 |
2024 |
2025 |
||||||||||
Effective statutory tax rate |
|
% | |
% | |
% | ||||||
Income not subject to tax |
( |
) | ( |
) | ( |
) | ||||||
Expenses not deductible for tax purposes |
||||||||||||
Tax rate differentials of subsidiaries |
( |
) | ( |
) | ( |
) | ||||||
Change in valuation allowance |
( |
) | ( |
) | ( |
) | ||||||
Change in undistributed earnings of subsidiaries |
||||||||||||
Noncontrolling interest income (loss) of consolidated VIEs. |
( |
) | ( |
) | ||||||||
Effect of enacted change in tax rates |
( |
) | ( |
) (1) | ||||||||
Foreign tax credit and payments |
( |
) | ||||||||||
Income excluded from taxable income of enterprise tax |
( |
) | ( |
) | ( |
) | ||||||
Controlled foreign company rules |
||||||||||||
Other |
( |
) | ||||||||||
Effective income tax rate |
% | % | % | |||||||||
(1) |
On March 31, 2025, the National Diet of Japan approved a bill affecting the effective statutory tax rates of MHFG and its domestic subsidiaries. As a result, the effective statutory tax rate will be increased to from the previous rate of beginning on or after the fiscal year ending March 31, 2027. The increase |
in the Group’s balance of net deferred tax assets, reflecting such tax rate increases, was recognized as a reduction to Income tax expense in the fiscal year ended March 31, 2025. |
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
Deferred tax assets: |
||||||||
Allowance for credit losses |
||||||||
Derivative financial instruments |
||||||||
Lease liabilities |
||||||||
Trading securities |
||||||||
Foreign tax credit and payments (1) |
||||||||
Premises and equipment |
||||||||
Available-for-sale |
||||||||
Net operating loss carryforwards (2)(3) |
||||||||
Other |
||||||||
Valuation allowance (1)(2)(3) |
( |
) | ( |
) | ||||
Deferred tax assets, net of valuation allowance |
||||||||
Deferred tax liabilities: |
||||||||
Investments |
||||||||
Prepaid pension cost and accrued pension liabilities |
||||||||
Right-of-use |
||||||||
Available-for-sale |
||||||||
Other |
||||||||
Deferred tax liabilities |
||||||||
Net deferred tax assets |
||||||||
| (1) | The amount includes ¥ mainly offset by valuation allowance, and if not utilized, the amount will expire during the fiscal years ending |
| (2) | The amount includes ¥ |
| (3) | The amount includes ¥ 4 and 2025 , respectively. The tax effect of the net operating loss carryforwards is fully offset by ¥ |
Deferred tax assets |
Valuation allowance |
Deferred tax assets, net of valuation allowance |
||||||||||
(in billions of yen) |
||||||||||||
2024 |
||||||||||||
Japan (1) |
( |
) | ||||||||||
The United States |
||||||||||||
The United Kingdom (2) |
( |
) | ||||||||||
Others |
||||||||||||
Total |
( |
) | ||||||||||
2025 |
||||||||||||
Japan (3) |
( |
) | ||||||||||
The United States |
||||||||||||
The United Kingdom (2) |
( |
) | ||||||||||
Others |
||||||||||||
Total |
( |
) | ||||||||||
| (1) | ¥ |
| (2) | The United Kingdom net operating loss carryforwards may be carried forward indefinitely for tax purposes. |
| (3) | ¥ |
2023 |
2024 |
2025 | |||||||||||||
(in millions of yen) | |||||||||||||||
| Balance at beginning of fiscal year |
|||||||||||||||
| Changes that directly affected Income tax expense |
( |
) | ( |
) | ( |
) | |||||||||
| Changes that did not affect Income tax expense: |
|||||||||||||||
| Expiration of net operating loss carryforwards |
|||||||||||||||
| Others |
( |
) | |||||||||||||
| |
|
|
|
|
|
||||||||||
| Total |
( |
) | |||||||||||||
| |
|
|
|
|
|
||||||||||
| Balance at end of fiscal year |
|||||||||||||||
| |
|
|
|
|
|
||||||||||
Net operating loss carryforwards (1)(3) |
||||
(in billions of yen) |
||||
| Fiscal year ending March 31: |
||||
| 2026 |
||||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 |
||||
| 2031 and thereafter (2) |
||||
| |
|
|||
| Total |
||||
| |
|
|||
| (1) | Net operating loss carryforwards related to Japanese local taxes recorded at MHFG in the fiscal year ended March 31, 2022 in the amount of ¥ |
| (2) | Including the net operating loss carryforwards which may be carried forward indefinitely in the United Kingdom. |
| (3) | Net operating loss carryforwards related to Japanese local taxes recorded at MHBK in the fiscal year ended March 31, 2024 in the amount of ¥ |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Total unrecognized tax benefits at beginning of fiscal year |
|
|||||||||||
Gross amount of increases (decreases) related to positions taken during prior years |
( |
) | ( |
) | ||||||||
Gross amount of increases related to positions taken during the current year |
||||||||||||
Amount of decreases related to settlements |
( |
) | ( |
) | ||||||||
Foreign exchange translation |
( |
) | ||||||||||
Total unrecognized tax benefits at end of fiscal year |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Service cost-benefits earned during the fiscal year |
||||||||||||
| ( |
) | ( |
) | ( |
) | |||||||
Amortization of prior service cost (benefits) |
( |
) | ( |
) | ( |
) | ||||||
Amortization of net actuarial loss (gain) |
( |
) | ( |
) | ( |
) | ||||||
Special termination benefits |
||||||||||||
Loss (gain) on settlement |
||||||||||||
Other |
||||||||||||
Net periodic benefit cost |
( |
) | ( |
) | ( |
) | ||||||
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
Net actuarial gain (loss) |
( |
) | ||||||
Amortization of net actuarial loss (gain) |
( |
) | ( |
) | ||||
Settlement loss (gain) of net actuarial loss (gain) |
||||||||
Prior service benefits (cost) |
||||||||
Amortization of prior service cost (benefits) |
( |
) | ( |
) | ||||
Total recognized in other comprehensive income (loss) before-tax |
( |
) | ||||||
2023 |
2024 |
2025 |
||||||||||
Weighted-average assumptions used to determine benefit obligations at fiscal year end: |
||||||||||||
Discount rates |
% | % | % | |||||||||
Rates of increase in future compensation levels |
% | % | % | |||||||||
Interest credit rates |
% | % | % | |||||||||
Weighted-average assumptions used to determine net periodic benefit cost during the year: |
||||||||||||
Discount rates |
% | % | % | |||||||||
Rates of increase in future compensation levels |
% | % | % | |||||||||
Expected rates of return on plan assets |
% | % | % | |||||||||
Interest credit rates |
% | % | % | |||||||||
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
| Change in benefit obligations: |
||||||||
| Benefit obligations at beginning of fiscal year |
||||||||
| Service cost |
||||||||
| Interest cost |
||||||||
| Plan participants’ contributions |
||||||||
| Amendments (1) |
( |
) | ||||||
| Actuarial loss (gain) |
( |
) | ( |
) | ||||
| Foreign exchange translation |
||||||||
| Benefits paid |
( |
) | ( |
) | ||||
| Lump-sum payments |
( |
) | ( |
) | ||||
| Settlement |
( |
) | ||||||
| Other |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Benefit obligations at end of fiscal year |
||||||||
| |
|
|
|
|||||
| Change in plan assets: |
||||||||
| Fair value of plan assets at beginning of fiscal year |
||||||||
| Actual return (negative return) on plan assets |
( |
) | ||||||
| Foreign exchange translation |
||||||||
| Partial withdrawal of assets from employee retirement benefits trusts (2) |
( |
) | ( |
) | ||||
| Employer contributions |
||||||||
| Plan participants’ contributions |
||||||||
| Benefits paid |
( |
) | ( |
) | ||||
| Settlement |
( |
) | ||||||
| Other |
( |
) | ||||||
| |
|
|
|
|||||
| Fair value of plan assets at end of fiscal year |
||||||||
| |
|
|
|
|||||
| Funded status |
||||||||
| |
|
|
|
|||||
| Amounts recognized in the consolidated balance sheets consist of: |
||||||||
| Prepaid pension cost |
||||||||
| Accrued pension liability |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net amount recognized |
||||||||
| |
|
|
|
|||||
| Amounts recognized in Accumulated other comprehensive income (loss) before-tax consist of: |
||||||||
| Prior service benefits (cost) |
||||||||
| Net actuarial gain (loss) |
||||||||
| |
|
|
|
|||||
| Net amount recognized |
||||||||
| |
|
|
|
|||||
| Notes: | |
| (1) | In June 2024, based on various approvals, MHFG and certain domestic subsidiaries communicated to their employees the amendment to the defined benefit plans that was effective as of July 1, 2024. In accordance with ASC 715, “Compensation—Retirement Benefits” (“ASC 715”), any change in projected benefit obligations due to a plan amendment is required to be recognized as prior service benefits (cost) as of the amendment date. Accordingly, the MHFG Group recognized ¥ |
| (2) | During the fiscal years ended March 31, 2024 and 2025, certain subsidiaries of MHFG partially withdrew assets from employee retirement benefit trusts, which were established for the payment of employees’ severance pay and retirement pensions. Overall, the trusts remain in overfunded status as of March 31, 2025. been recognized as a result of these transactions. |
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
| Plans with projected benefit obligations in excess of plan assets: |
||||||||
| Projected benefit obligations |
||||||||
| Fair value of plan assets |
||||||||
| Plans with accumulated benefit obligations in excess of plan assets: |
||||||||
| Accumulated benefit obligations |
||||||||
| Fair value of plan assets |
||||||||
| Note: | The plans with projected benefit obligations in excess of plan assets include those with accumulated benefit obligations in excess of plan assets. |
Asset category |
Asset ratio |
|||
Japanese equity securities |
% | |||
Japanese debt securities |
% | |||
Foreign equity securities |
% | |||
Foreign debt securities |
% | |||
General account of life insurance companies |
% | |||
Other |
% | |||
Total |
% | |||
| Note: | General account of life insurance companies is a contract with life insurance companies which guarantees payments of principal and predetermined interest payments. |
2024 |
2025 |
|||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||||||
Japanese equity securities: |
||||||||||||||||||||||||||||||||
Common stocks (1) |
— | — | — | — | ||||||||||||||||||||||||||||
Pooled funds (2) |
— | — | ||||||||||||||||||||||||||||||
Japanese debt securities: |
||||||||||||||||||||||||||||||||
Government bonds |
— | — | — | — | ||||||||||||||||||||||||||||
Pooled funds (2) |
— | — | — | — | ||||||||||||||||||||||||||||
Other |
— | — | — | — | ||||||||||||||||||||||||||||
Foreign equity securities: |
||||||||||||||||||||||||||||||||
Common stocks |
— | — | — | — | ||||||||||||||||||||||||||||
Pooled funds (2) |
— | — | — | |||||||||||||||||||||||||||||
Foreign debt securities: |
||||||||||||||||||||||||||||||||
Government bonds |
— | — | ||||||||||||||||||||||||||||||
Pooled funds (2) |
— | — | — | — | ||||||||||||||||||||||||||||
Other |
— | — | — | — | ||||||||||||||||||||||||||||
General account of life insurance companies (3) |
— | — | — | — | ||||||||||||||||||||||||||||
Other |
(4) |
( |
) | — | (4) |
( |
) | — | ||||||||||||||||||||||||
Plan assets measured at net asset value (5) |
||||||||||||||||||||||||||||||||
Total assets at fair value |
|
— | |
— | ||||||||||||||||||||||||||||
| (1) | This class represents equity securities held in the employee retirement benefit trusts of ¥ |
(2) |
These classes primarily include pension investment fund trusts. Investments in these classes are generally measured at fair value and can be redeemed within a short-term period upon request. |
(3) |
Investments in this class are measured at conversion value, which is equivalent to fair value. |
(4) |
Amounts primarily include cash and short-term assets carried at fair value. |
(5) |
In accordance with ASC 820, certain plan assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. |
(in millions of yen) |
||||
Fiscal year ending March 31: |
||||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
2030 |
||||
2031-2035 |
||||
Fair value |
||||||||||||||||||||
Derivative receivables (2) |
Derivative payables (2) |
|||||||||||||||||||
2024 |
Notional amount (1) |
Designated as hedges |
Not designated as hedges |
Designated as hedges |
Not designated as hedges |
|||||||||||||||
(in billions of yen) |
||||||||||||||||||||
Interest rate contracts |
— | — | ||||||||||||||||||
Foreign exchange contracts |
— | — | ||||||||||||||||||
Equity-related contracts |
— | — | ||||||||||||||||||
Credit-related contracts |
— | — | ||||||||||||||||||
Other contracts |
— | — | ||||||||||||||||||
Total |
— | — | ||||||||||||||||||
Fair value |
||||||||||||||||||||
Derivative receivables (2) |
Derivative payables (2) |
|||||||||||||||||||
2025 |
Notional amount (1) |
Designated as hedges |
Not designated as hedges |
Designated as hedges |
Not designated as hedges |
|||||||||||||||
(in billions of yen) |
||||||||||||||||||||
Interest rate contracts |
|
|
||||||||||||||||||
Foreign exchange contracts |
||||||||||||||||||||
Equity-related contracts |
||||||||||||||||||||
Credit-related contracts |
||||||||||||||||||||
Other contracts |
||||||||||||||||||||
Total |
||||||||||||||||||||
| (1) | Notional amount includes the sum of gross long and gross short third-party contracts. |
| (2) | Derivative receivables and payables are recorded in Trading account assets and Trading account liabilities, respectively. |
Gains (losses) recorded in income | |||||||||||||||
2023 |
2024 |
2025 | |||||||||||||
(in millions of yen) | |||||||||||||||
Interest rate contracts |
( |
) | ( |
) | ( |
) | |||||||||
Foreign exchange contracts |
|||||||||||||||
Equity-related contracts |
|||||||||||||||
Credit-related contracts (Note) |
( |
) | ( |
) | |||||||||||
Other contracts |
( |
) | ( |
) | |||||||||||
Total |
|||||||||||||||
| Note: | Amounts include the net gains (losses) of ¥( |
2024 |
2025 |
|||||||||||||||
Notional amount |
Fair value |
Notional amount |
Fair value |
|||||||||||||
(in billions of yen) |
||||||||||||||||
| Credit protection written: |
||||||||||||||||
| Investment grade |
||||||||||||||||
| Non-investment grade |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Credit protection purchased |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Note: | The rating scale is based upon either the external ratings or the internal ratings of the underlying reference credit. The lowest investment grade rating is considered to be BBB-, while anything below or unrated is considered to be non-investment grade. Non-investment grade credit derivatives primarily consist of unrated credit default swap indices such as CDX and iTraxx. |
Maximum payout/Notional amount |
||||||||
2024 |
2025 |
|||||||
(in billions of yen) |
||||||||
| One year or less |
||||||||
| After one year through five years |
||||||||
| After five years |
||||||||
| |
|
|
|
|||||
| Total |
||||||||
| |
|
|
|
|||||
| Note: | The maximum potential amount of future payments is the aggregate notional amount of the credit derivatives where the Group wrote the credit protection, and it has not been reduced by the effect of any amounts that the Group may possibly collect on the underlying assets and the related cash flows, nor netted against that of credit protection purchased. |
2024 |
2025 | |||||||||
(in billions of yen) | ||||||||||
| Aggregate fair value of derivative instruments with credit-risk-related contingent features in net liability positions |
||||||||||
| Collateral provided to counterparties in the normal course of business |
||||||||||
| Amount required to be posted as collateral or settled immediately if credit-risk-related contingent features were triggered |
||||||||||
Maximum potential/ Contractual or Notional amount |
Amount by expiration period |
|||||||||||||||
| 2024 |
One year or less |
After one year through five years |
After five years |
|||||||||||||
(in billions of yen) |
||||||||||||||||
| Performance guarantees |
||||||||||||||||
| Guarantees on loans |
||||||||||||||||
| Guarantees on securities |
||||||||||||||||
| Other guarantees |
||||||||||||||||
| Guarantees for the repayment of trust principal |
||||||||||||||||
| Liabilities of trust accounts |
||||||||||||||||
| Derivative financial instruments |
||||||||||||||||
Maximum potential/ Contractual or Notional amount |
Amount by expiration period |
|||||||||||||||
| 2025 |
One year or less |
After one year through five years |
After five years |
|||||||||||||
(in billions of yen) |
||||||||||||||||
| Performance guarantees |
||||||||||||||||
| Guarantees on loans |
||||||||||||||||
| Guarantees on securities |
||||||||||||||||
| Other guarantees |
||||||||||||||||
| Guarantees for the repayment of trust principal |
||||||||||||||||
| Liabilities of trust accounts |
||||||||||||||||
| Derivative financial instruments |
||||||||||||||||
2024 |
2025 |
|||||||
(in billions of yen) |
||||||||
| Investment grade |
||||||||
| Non-investment grade |
||||||||
| |
|
|
|
|||||
| Total |
||||||||
| |
|
|
|
|||||
| Note: | Investment grade in the internal rating scale generally corresponds to BBB- or above in the external rating scale. |
2024 |
2025 |
|||||||
(in billions of yen) |
||||||||
Commitments to extend credit (Note) |
||||||||
Commercial letters of credit |
||||||||
Total |
||||||||
| Note: | Commitments to extend credit include commitments to invest in securities. |
2024 |
2025 |
|||||||
(in millions of yen, except for remaining lease term and discount rate) |
||||||||
Right-of-use (Note) |
||||||||
(Note) |
||||||||
Weighted average: |
||||||||
Remaining lease term |
years | |
years | |||||
Discount rate |
% | % | ||||||
| Note: | Right-of-use |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Lease cost (Note) |
||||||||||||
Right-of-use |
||||||||||||
Operating cash flows |
||||||||||||
| Note: | Lease cost for operating leases are included in Occupancy expenses on the consolidated statements of income. The Group’s variable lease costs and costs for leases with terms of twelve months or less are not significant. |
As of March 31, 2025 | |||||
(in millions of yen) | |||||
Fiscal year ending March 31: |
|||||
2026 |
|||||
2027 |
|||||
2028 |
|||||
2029 |
|||||
As of March 31, 2025 | |||||
(in millions of yen) | |||||
| 2030 |
|||||
| 2031 and thereafter |
|||||
| |
|
||||
| Total lease payments |
|||||
| |
|
||||
| Amount representing interest |
|||||
| |
|
||||
| Total lease liabilities for operating leases |
|||||
| |
|
||||
Consolidated VIEs |
Significant unconsolidated VIEs |
|||||||||||
| 2024 |
Consolidated assets |
Total assets |
Maximum exposure to loss |
|||||||||
(in billions of yen) |
||||||||||||
| Asset-backed commercial paper/loan programs |
||||||||||||
| Asset-backed securitizations |
||||||||||||
| Investments in securitization products |
||||||||||||
| Investment funds |
||||||||||||
| Trust arrangements and other |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
||||||||||||
| |
|
|
|
|
|
|||||||
Consolidated VIEs |
Significant unconsolidated VIEs |
|||||||||||
| 2025 |
Consolidated assets |
Total assets |
Maximum exposure to loss |
|||||||||
(in billions of yen) |
||||||||||||
| Asset-backed commercial paper/loan programs |
||||||||||||
| Asset-backed securitizations |
||||||||||||
| Investments in securitization products |
||||||||||||
| Investment funds |
||||||||||||
| Trust arrangements and other |
|
|
||||||||||
| |
|
|
|
|
|
|||||||
| Total |
||||||||||||
| |
|
|
|
|
|
|||||||
| Assets on the MHFG Group’s balance sheets related to unconsolidated VIEs: |
2024 |
2025 |
||||||
(in billions of yen) |
||||||||
| Trading account assets |
||||||||
| Investments |
||||||||
| Loans |
||||||||
| |
|
|
|
|||||
| Total |
|
|
||||||
| |
|
|
|
|||||
| Liabilities on the MHFG Group’s balance sheets and maximum exposure to loss related to unconsolidated VIEs: |
2024 |
2025 |
||||||
(in billions of yen) |
||||||||
| Trading account liabilities |
||||||||
| |
|
|
|
|||||
| Total |
||||||||
| |
|
|
|
|||||
| Maximum exposure to loss (Note) |
|
|
||||||
| |
|
|
|
|||||
| Note: | This represents the maximum amount the Group could possibly be required to record in its consolidated statements of income associated with on-balance-sheet exposures and off-balance-sheet liabilities such as undrawn commitments. |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
| Fee and commission income: |
||||||||||||
| Securities-related business (1) |
||||||||||||
| Deposits-related business (1) |
||||||||||||
| Lending-related business (2) (4) |
||||||||||||
| Remittance business (1) |
||||||||||||
| Asset management business (1) |
||||||||||||
| Trust-related business (1) |
||||||||||||
| Agency business (1) |
||||||||||||
| Guarantee-related business (3) |
||||||||||||
| Fees for other customer services (1) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total Fee and commission income |
||||||||||||
| |
|
|
|
|
|
|||||||
| Foreign exchange gains (losses)—net (3) |
( |
) | ( |
) | ||||||||
| Trading account gains (losses)—net (2) |
( |
) | ||||||||||
| Investment gains (losses)—net: |
||||||||||||
| Debt securities (3) |
( |
) | ( |
) | ||||||||
| Equity securities (3) |
( |
) | ||||||||||
| Equity in earnings (losses) of equity method investees—net (3) |
( |
) | ||||||||||
| Gains on disposal of premises and equipment (3) |
||||||||||||
| Other noninterest income (2)(5) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
||||||||||||
| |
|
|
|
|
|
|||||||
| (1) | These amounts are revenues from contracts within the scope of ASC 606, “Revenue from contracts with customers” (“ASC 606”). |
| (2) | Part of these amounts are considered to be revenues from contracts that are within the scope of ASC 606. |
| (3) | These amounts are revenues from contracts that do not meet the scope of ASC 606. |
| (4) | Most of the lending-related fees such as commitment fees and arrangement fees are not within the scope of ASC 606. |
| (5) | These amounts include the net unrealized gains resulting from changes in fair values of structured notes that contain embedded derivatives. See Note 26 “Fair value” for further details. |
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Trading account gains (losses)—net: |
||||||||||||
Trading securities |
( |
) | ( |
) | ||||||||
Derivative contracts: |
||||||||||||
Interest rate contracts |
( |
) | ( |
) | ( |
) | ||||||
Foreign exchange contracts (1) |
||||||||||||
Equity-related contracts |
||||||||||||
Credit-related contracts (2) |
( |
) | ( |
) | ||||||||
Other contracts |
( |
) | ( |
) | ||||||||
Total |
( |
) | ||||||||||
Foreign exchange gains (losses)—net (3) |
( |
) | ( |
) | ||||||||
Net trading gains (losses) |
( |
) | ||||||||||
| (1) | Amounts include gains and losses on currency swaps. |
| (2) | Amounts do not include the net gains (losses) of ¥( |
| (3) | Amounts include realized and unrealized gains and losses on both derivative instruments and nonderivative instruments. Amounts on derivative instruments include gains and losses on forward foreign exchange contracts and currency options. Amounts on nonderivative instruments include translation gains and losses related to foreign currency-denominated debt securities reported as Trading securities. |
Level 1 |
Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market. | |
Level 2 |
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. If no quoted market prices are available, the fair values of debt securities and over-the-counter | |
Level 3 |
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |
| 2024 |
Level 1 |
Level 2 |
Level 3 |
Assets/ Liabilities measured at fair value |
||||||||||||
(in billions of yen) |
||||||||||||||||
| Assets: |
||||||||||||||||
| Trading securities (1) : |
||||||||||||||||
| Japanese government bonds |
— | |||||||||||||||
| Japanese local government bonds |
— | — | ||||||||||||||
| U.S. Treasury bonds and federal agency securities |
— | |||||||||||||||
| Other foreign government bonds |
— | |||||||||||||||
| Agency mortgage-backed securities |
— | — | ||||||||||||||
| Certificates of deposit and commercial paper |
— | — | ||||||||||||||
| Corporate bonds and other (2) |
— | |||||||||||||||
| Equity securities |
||||||||||||||||
| Trading securities measured at net asset value (3) |
||||||||||||||||
| Derivative financial instruments: |
||||||||||||||||
| Interest rate contracts |
||||||||||||||||
| Foreign exchange contracts |
— | |||||||||||||||
| Equity-related contracts |
||||||||||||||||
| Credit-related contracts |
— | |||||||||||||||
| Other contracts |
||||||||||||||||
| Available-for-sale |
||||||||||||||||
| Japanese government bonds |
— | |||||||||||||||
| Japanese local government bonds |
— | — | ||||||||||||||
| U.S. Treasury bonds and federal agency securities |
— | — | ||||||||||||||
| Other foreign government bonds |
— | |||||||||||||||
| Agency mortgage-backed securities |
— | — | ||||||||||||||
| Residential mortgage-backed securities |
— | |||||||||||||||
| Commercial mortgage-backed securities |
— | |||||||||||||||
| Japanese corporate bonds and other debt securities |
— | |||||||||||||||
| Foreign corporate bonds and other debt securities |
— | |||||||||||||||
| Equity securities: |
||||||||||||||||
| Equity securities with readily determinable fair values |
— | |||||||||||||||
| Equity securities measured at net asset value (3) |
||||||||||||||||
| Other investments |
— | |||||||||||||||
| Other assets |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total assets measured at fair value on a recurring basis |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Trading securities sold, not yet purchased |
— | |||||||||||||||
| Derivative financial instruments: |
||||||||||||||||
| Interest rate contracts |
||||||||||||||||
| Foreign exchange contracts |
— | |||||||||||||||
| Equity-related contracts |
||||||||||||||||
| Credit-related contracts |
— | |||||||||||||||
| Other contracts |
||||||||||||||||
| Other short-term borrowings (5) |
— | — | ||||||||||||||
| Long-term debt (5) |
— | |||||||||||||||
| Other liabilities |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total liabilities measured at fair value on a recurring basis |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| 2025 |
Level 1 |
Level 2 |
Level 3 |
Assets/ Liabilities measured at fair value |
||||||||||||
(in billions of yen) |
||||||||||||||||
| Assets: |
||||||||||||||||
| Trading securities (1) : |
||||||||||||||||
| Japanese government bonds |
— | |||||||||||||||
| Japanese local government bonds |
— | — | ||||||||||||||
| U.S. Treasury bonds and federal agency securities |
— | |||||||||||||||
| Other foreign government bonds |
— | |||||||||||||||
| Agency mortgage-backed securities |
— | — | ||||||||||||||
| Certificates of deposit and commercial paper |
— | — | ||||||||||||||
| Corporate bonds and other (2) |
||||||||||||||||
| Equity securities |
||||||||||||||||
| Trading securities measured at net asset value (3) |
||||||||||||||||
| Derivative financial instruments: |
||||||||||||||||
| Interest rate contracts |
||||||||||||||||
| Foreign exchange contracts |
— | |||||||||||||||
| Equity-related contracts |
||||||||||||||||
| Credit-related contracts |
— | |||||||||||||||
| Other contracts |
||||||||||||||||
| Available-for-sale |
||||||||||||||||
| Japanese government bonds |
— | |||||||||||||||
| Japanese local government bonds |
— | — | ||||||||||||||
| U.S. Treasury bonds and federal agency securities |
— | — | ||||||||||||||
| Other foreign government bonds |
— | |||||||||||||||
| Agency mortgage-backed securities |
— | — | ||||||||||||||
| Residential mortgage-backed securities |
— | |||||||||||||||
| Commercial mortgage-backed securities |
— | |||||||||||||||
| Japanese corporate bonds and other debt securities |
— | |||||||||||||||
| Foreign corporate bonds and other debt securities |
— | |||||||||||||||
| Equity securities: |
||||||||||||||||
| Equity securities with readily determinable fair values |
— | |||||||||||||||
| Equity securities measured at net asset value (3) |
||||||||||||||||
| Other investments |
||||||||||||||||
| Other assets (4) |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total assets measured at fair value on a recurring basis |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Trading securities sold, not yet purchased |
— | |||||||||||||||
| Derivative financial instruments: |
||||||||||||||||
| Interest rate contracts |
||||||||||||||||
| Foreign exchange contracts |
— | |||||||||||||||
| Equity-related contracts |
||||||||||||||||
| Credit-related contracts |
— | |||||||||||||||
| Other contracts |
||||||||||||||||
| Other short-term borrowings (5) |
— | — | ||||||||||||||
| Long-term debt (5) |
— | |||||||||||||||
| Other liabilities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total liabilities measured at fair value on a recurring basis |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| (1) | Trading securities include foreign currency denominated securities for which the MHFG Group elected the fair value option. |
| (2) | The amount includes CLO and convertible bonds, which are classified in Level 3. |
| (3) | In accordance with ASC 820, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented for these classes of assets are intended to permit the reconciliation of the fair value hierarchy to the amounts presented in the statements of financial position. The amounts of unfunded commitments related to these investments at March 31, 2024 and 2025 were ¥ |
(4) |
The amount includes highly liquid government bonds classified as held for sale relating to a transferred business, which are classified in Level 1. |
(5) |
Amounts represent items for which the Group elected the fair value option or for which it applied the practicability exception. |
2024 |
April 1, 2023 |
Gains (losses) in Earnings |
Gains (losses) in OCI |
Transfers into Level 3 |
Transfers out of Level 3 |
Purchases |
Sales |
Issuances |
Settle- ments |
March 31, 2024 |
Change in unrealized gains (losses) still held (6) |
|||||||||||||||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||||||||||||||
Trading securities: |
||||||||||||||||||||||||||||||||||||||||||||
Corporate bonds and other |
(2) |
— | ( |
) | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||||||||
Equity securities |
— | (2) |
— | — | — | ( |
) | — | ( |
) | — | |||||||||||||||||||||||||||||||||
Derivative financial instruments, net (1) : |
||||||||||||||||||||||||||||||||||||||||||||
Interest rate contracts. |
( |
) (2) |
— | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||||
Foreign exchange contracts |
( |
) (2) |
— | — | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Equity-related contracts |
( |
) | ( |
) (2) |
— | — | ( |
) | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Credit-related contracts |
( |
) | ( |
) (2) |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Other contracts |
( |
) (2) |
— | — | — | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||||||||||||||||||||||||||
Residential mortgage-backed securities |
— | (3) |
— | (4) |
— | — | — | ( |
) | — | ( |
) | — | |||||||||||||||||||||||||||||||
Commercial mortgage-backed securities |
— | — | (3) |
— | (4) |
— | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Japanese corporate bonds and other debt securities |
— | (3) |
(4) |
— | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||
Foreign corporate bonds and other debt securities |
(3) |
— | (4) |
— | ( |
) | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Other investments |
(3) |
— | — | — | — | — | ( |
) | — | |||||||||||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||||||||||||||
Long-term debt |
( |
) (5) |
( |
) (4) |
( |
) | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
2025 |
April 1, 2024 |
Gains (losses) in Earnings |
Gains (losses) in OCI |
Transfers into Level 3 |
Transfers out of Level 3 |
Purchases |
Sales |
Issuances |
Settle- ments |
March 31, 2025 |
Change in unrealized gains (losses) still held (6) |
|||||||||||||||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||||||||||||||
Trading securities: |
||||||||||||||||||||||||||||||||||||||||||||
Corporate bonds and other |
(2) |
— | — | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||||||||
Equity securities |
(2) |
— | — | — | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||
Derivative financial instruments, net (1) : |
||||||||||||||||||||||||||||||||||||||||||||
Interest rate contracts. |
( |
) (2) |
— | — | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Foreign exchange contracts |
( |
) | (2) |
— | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Equity-related contracts |
( |
) | ( |
) (2) |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Credit-related contracts |
( |
) | — | (2) |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Other contracts |
— | (2) |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Available-for-sale |
||||||||||||||||||||||||||||||||||||||||||||
Residential mortgage-backed securities |
— | (3) |
— | (4) |
— | — | — | — | — | ( |
) | — | ||||||||||||||||||||||||||||||||
Commercial mortgage-backed securities |
— | (3) |
— | (4) |
— | ( |
) | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Japanese corporate bonds and other debt securities |
— | (3) |
( |
) (4) |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Foreign corporate bonds and other debt securities |
— | (3) |
— | (4) |
— | ( |
) | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Other investments |
— | (3) |
— | — | ( |
) | ( |
) | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||
Other assets |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||||||||||||||
Long-term debt |
(5) |
(4) |
— | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Other liabilities |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| (1) | Total Level 3 derivative exposures have been netted on the table for presentation purposes only. |
| (2) | Gains (losses) in Earnings are reported in Trading account gains (losses)—net, Foreign exchange gains (losses)—net or Other noninterest income (expenses). |
| (3) | Gains (losses) in Earnings are reported in Investment gains (losses)—net. |
| (4) | Gains (losses) in OCI are reported in Other comprehensive income (loss). |
| (5) | Gains (losses) in Earnings are reported in Other noninterest income (expenses). |
| (6) | Amounts represent total gains or losses recognized in earnings and other comprehensive income (loss) during the period. These gains or losses were attributable to the change in fair value relating to assets and liabilities classified as Level 3 that were still held at March 31, 2024 and 2025. The amounts of unrealized gains (losses) in other comprehensive income (loss) are related to Available-for-sale |
2024 |
||||||||||||||
Products/Instruments |
Fair value |
Principal valuation technique |
Unobservable inputs |
Range of input values |
Average (4) |
|||||||||
(in billions of yen, except for percentages and basis points) |
||||||||||||||
Trading securities and Available-for-sale |
||||||||||||||
Residential mortgage-backed securities |
Discounted cash flow | Prepayment rate | ||||||||||||
| Price-based | Recovery rate | |||||||||||||
| Discount margin | ||||||||||||||
Commercial mortgage-backed securities |
Discounted cash flow Price-based |
Discount margin | – |
|||||||||||
Corporate bonds and other debt securities |
Discounted cash flow | Prepayment rate (1) |
||||||||||||
| Price-based | Default rate (1) |
|||||||||||||
| Recovery rate (1) |
||||||||||||||
| Discount margin (1) |
||||||||||||||
| Discount margin (2) |
||||||||||||||
Derivative financial instruments, net: |
||||||||||||||
Interest rate contracts |
Internal valuation model (3) |
IR – IR correlation | ||||||||||||
Foreign exchange contracts |
( |
) | Internal valuation model (3) |
FX – IR correlation | ||||||||||
| FX – FX correlation | ||||||||||||||
Equity-related contracts |
( |
) | Internal valuation model (3) |
Equity – IR correlation | ||||||||||
| Equity – FX correlation | ||||||||||||||
| Equity volatility | ||||||||||||||
Credit-related contracts |
( |
) | Internal valuation model (3) |
Default rate | ||||||||||
Other contracts |
— | Internal valuation model (3) |
Commodity volatility | |||||||||||
Long-term debt |
Internal valuation model (3) |
IR – IR correlation | ||||||||||||
| FX – IR correlation | ||||||||||||||
| FX – FX correlation | ||||||||||||||
| Equity – IR correlation | ||||||||||||||
| Equity – FX correlation | - |
|||||||||||||
| Equity correlation | ||||||||||||||
| Equity volatility | ||||||||||||||
| Default rate | ||||||||||||||
2025 |
||||||||||||||
Products/Instruments |
Fair value |
Principal valuation technique |
Unobservable inputs |
Range of input values |
Average (4) |
|||||||||
(in billions of yen, except for percentages and basis points) |
||||||||||||||
Trading securities and Available-for-sale |
||||||||||||||
Residential mortgage-backed securities |
Discounted cash flow | Prepayment rate | ||||||||||||
| Price-based | Recovery rate | |||||||||||||
| Discount margin | ||||||||||||||
Commercial mortgage-backed securities |
Discounted cash flow Price-based |
Discount margin | ||||||||||||
Corporate bonds and other debt securities |
Discounted cash flow | Prepayment rate (1) |
||||||||||||
| Price-based | Default rate (1) |
|||||||||||||
| Recovery rate (1) |
||||||||||||||
| Discount margin (1) |
||||||||||||||
| Discount margin (2) |
||||||||||||||
Derivative financial instruments, net: |
||||||||||||||
Interest rate contracts |
( |
) | Internal valuation model (3) |
IR – IR correlation | ||||||||||
Foreign exchange contracts |
Internal valuation model (3) |
FX – IR correlation | ||||||||||||
Equity-related contracts |
( |
) | Internal valuation model (3) |
Equity – IR correlation | ||||||||||
| Equity volatility | ||||||||||||||
Credit-related contracts |
( |
) | Internal valuation model (3) |
Default rate | ||||||||||
Other contracts |
Internal valuation model (3) |
Commodity volatility | ||||||||||||
Long-term debt |
Internal valuation model (3) |
IR – IR correlation | ||||||||||||
| FX – IR correlation | ||||||||||||||
| Equity – IR correlation | ||||||||||||||
| Equity – FX correlation | - |
|||||||||||||
| Equity correlation | ||||||||||||||
| Equity volatility | ||||||||||||||
| Default rate | ||||||||||||||
| Credit correlation | ||||||||||||||
| (1) | These inputs are mainly used for determining the fair values of securitization products such as CDO, CLO and ABS, other than RMBS and CMBS. |
| (2) | This input is mainly used for determining the fair values of Japanese corporate bonds and foreign corporate bonds. |
| (3) | Internal valuation model includes discounted cash flow models and the Black-Scholes option pricing model. |
| (4) | Averages are calculated by weighting each input by the relative fair value of the respective financial instruments except for derivative related inputs where medians are used. |
| (5) | The range of inputs for equity securities is not disclosed, as there is a dispersion of values given the number of positions. |
| 2024 |
Total |
Level 1 |
Level 2 |
Level 3 |
Aggregate cost |
|||||||||||||||
(in billions of yen) |
||||||||||||||||||||
| Assets: |
||||||||||||||||||||
| Loans |
— | — | ||||||||||||||||||
| Loans held-for-sale |
— | |||||||||||||||||||
| Equity securities (without readily determinable fair values) |
— | |||||||||||||||||||
| Other investments |
— | — | ||||||||||||||||||
| Premises and equipment—net |
— | — | — | — | ||||||||||||||||
| Intangible assets |
— | — | — | — | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total assets measured at fair value on a nonrecurring basis |
— | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| 2025 |
Total |
Level 1 |
Level 2 |
Level 3 |
Aggregate cost |
|||||||||||||||
(in billions of yen) |
||||||||||||||||||||
| Assets: |
||||||||||||||||||||
| Loans |
— | — | ||||||||||||||||||
| Loans held-for-sale |
— | |||||||||||||||||||
| Equity securities (without readily determinable fair values) |
— | |||||||||||||||||||
| Other investments |
— | |||||||||||||||||||
| Premises and equipment—net |
— | — | — | — | ||||||||||||||||
| Other assets |
— | — | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total assets measured at fair value on a nonrecurring basis |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Note: | The fair values may not be current as of the dates indicated, but rather as of the date the fair value change occurred. Accordingly, the carrying values may not equal current fair value. |
2024 |
||||||||||||||||||||
Carrying amount |
Estimated fair value |
|||||||||||||||||||
Total |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||||||
(in billions of yen) |
||||||||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and due from banks, interest-bearing deposits in other banks, call loans and funds sold, and receivables under resale agreements and securities borrowing transactions |
— | |||||||||||||||||||
Investments |
— | |||||||||||||||||||
Loans, net of allowance (Note) |
— | — | ||||||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Noninterest-bearing deposits, call money and funds purchased, and payables under repurchase agreements and securities lending transactions |
— | — | ||||||||||||||||||
Interest-bearing deposits |
— | — | ||||||||||||||||||
Due to trust accounts |
— | — | ||||||||||||||||||
Other short-term borrowings |
— | — | ||||||||||||||||||
Long-term debt |
— | |||||||||||||||||||
2025 |
||||||||||||||||||||
Carrying amount |
Estimated fair value |
|||||||||||||||||||
Total |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||||||
(in billions of yen) |
||||||||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and due from banks, interest-bearing deposits in other banks, call loans and funds sold, and receivables under resale agreements and securities borrowing transactions |
— | |||||||||||||||||||
Investments |
— | |||||||||||||||||||
Loans, net of allowance (Note) |
— | — | ||||||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Noninterest-bearing deposits, call money and funds purchased, and payables under repurchase agreements and securities lending transactions |
— | — | ||||||||||||||||||
Interest-bearing deposits |
— | — | ||||||||||||||||||
Due to trust accounts |
— | — | ||||||||||||||||||
Other short-term borrowings |
— | — | ||||||||||||||||||
Long-term debt |
— | |||||||||||||||||||
| Note: | Loans, net of allowance include items measured at fair value on a nonrecurring basis. |
Gross amounts recognized |
Gross amounts offset on the balance sheet |
Net amounts presented on the balance sheet (2) |
Amounts not offset on the balance sheet (3) |
Net amounts |
||||||||||||||||||||
Financial instruments (4) |
Cash collateral |
|||||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||
Assets (1) : |
||||||||||||||||||||||||
Derivatives |
(5) |
( |
) | ( |
) | |||||||||||||||||||
Receivables under resale agreements |
(6) |
( |
) | |||||||||||||||||||||
Receivables under securities borrowing transactions |
(7) |
( |
) | |||||||||||||||||||||
Total |
( |
) | ( |
) | ||||||||||||||||||||
Liabilities (1) : |
||||||||||||||||||||||||
Derivatives |
(5) |
( |
) | ( |
) | |||||||||||||||||||
Payables under repurchase agreements |
(6) |
( |
) | |||||||||||||||||||||
Payables under securities lending transactions |
(7) |
( |
) | |||||||||||||||||||||
Other liabilities (8) |
( |
) | ||||||||||||||||||||||
Total |
|
( |
) | ( |
) | |||||||||||||||||||
2025 |
||||||||||||||||||||||||
Assets (1) : |
||||||||||||||||||||||||
Derivatives |
(5) |
( |
) | ( |
) | |||||||||||||||||||
Receivables under resale agreements |
(6) |
( |
) | |||||||||||||||||||||
Receivables under securities borrowing transactions |
(7) |
( |
) | |||||||||||||||||||||
Total |
( |
) | ( |
) | ||||||||||||||||||||
Liabilities (1) : |
||||||||||||||||||||||||
Derivatives |
(5) |
( |
) | ( |
) | |||||||||||||||||||
Payables under repurchase agreements |
(6) |
( |
) | |||||||||||||||||||||
Payables under securities lending transactions |
(7) |
( |
) | |||||||||||||||||||||
Other liabilities (8) |
( |
) | ||||||||||||||||||||||
Total |
( |
) | ( |
) | ||||||||||||||||||||
| (1) | Amounts relating to master netting arrangements or similar agreements where the MHFG Group does not have the legal right of set-off or where uncertainty exists as to the enforceability of these agreements are excluded. For derivatives, the table includes amounts relating to over-the-counter OTC-cleared derivatives that are subject to enforceable master netting arrangements or similar agreements. |
| (2) | Derivative assets and liabilities are recorded in Trading account assets and Trading account liabilities, respectively. |
| (3) | Amounts do not exceed the net amounts presented on the balance sheet and do not include the effect of overcollateralization, where it exists. |
| (4) | For derivatives, amounts include derivative assets or liabilities and securities collateral that are eligible for offsetting under enforceable master netting arrangements or similar agreements. |
| (5) | The amounts of derivative assets and liabilities subject to enforceable master netting arrangements or similar agreements were ¥ |
| (6) | The amounts of Receivables under resale agreements and Payables under repurchase agreements subject to enforceable industry standard master repurchase agreements with netting terms were ¥ |
| (7) | The amounts of Receivables under securities borrowing transactions and Payables under securities lending transactions subject to enforceable industry standard master lending agreements with netting terms were ¥ |
| (8) | Amounts relate to transactions where the Group acts as lender in a securities lending agreement and receives securities that can be sold or pledged as collateral. In these transactions, the Group recognizes the securities received at fair value within Other assets and the obligation to return those securities as a liability within Other liabilities. |
Overnight and continuous |
Up to 30 days |
31-90 days |
Greater than 90 days |
Total |
||||||||||||||||
(in billions of yen) |
||||||||||||||||||||
2024 |
||||||||||||||||||||
Repurchase agreements |
||||||||||||||||||||
Securities lending transactions |
||||||||||||||||||||
Total |
||||||||||||||||||||
2025 |
||||||||||||||||||||
Repurchase agreements |
||||||||||||||||||||
Securities lending transactions |
||||||||||||||||||||
Total |
||||||||||||||||||||
Repurchase agreements |
Securities lending transactions |
|||||||
(in billions of yen) |
||||||||
2024 |
||||||||
Japanese government bonds and Japanese local government bonds |
||||||||
Foreign government bonds and foreign agency mortgage-backed securities |
||||||||
Commercial paper and corporate bonds |
||||||||
Equity securities |
||||||||
Other |
||||||||
Total (Note) |
||||||||
2025 |
||||||||
Japanese government bonds and Japanese local government bonds |
||||||||
Foreign government bonds and foreign agency mortgage-backed securities |
||||||||
Commercial paper and corporate bonds |
||||||||
Equity securities |
||||||||
Other |
||||||||
Total (Note) |
||||||||
| Note: | The above table does not include securities-for-securities |
2024 |
2025 |
|||||||
(in billions of yen) |
||||||||
Loans |
||||||||
Total assets |
||||||||
Deposits |
||||||||
Total liabilities |
||||||||
Total equity |
||||||||
Noncontrolling interests |
||||||||
2023 |
2024 |
2025 |
||||||||||
(in billions of yen) |
||||||||||||
Total interest and dividend income |
|
|
||||||||||
Total interest expense |
||||||||||||
Provision (credit) for credit losses |
||||||||||||
Net interest income after provision (credit) for credit losses |
||||||||||||
Income before income tax expense |
||||||||||||
Net income |
||||||||||||
MHFG (Consolidated) |
||||||||||||||||||||||||||||
2023 (1) |
RBC |
CIBC |
GCIBC |
GMC |
AMC |
Others (6) |
Total |
|||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||
Gross profits + Net gains (losses) related to ETFs and others (2) |
( |
) | ||||||||||||||||||||||||||
General and administrative expenses (3) |
|
|||||||||||||||||||||||||||
Equity in earnings (losses) of equity method investees—net |
( |
) | — | ( |
) | |||||||||||||||||||||||
Amortization of goodwill and others |
||||||||||||||||||||||||||||
Net business profits (losses) (4) + Net gains (losses) related to ETFs and others |
( |
) | ||||||||||||||||||||||||||
Fixed assets (5) |
|
|
|
|
|
|||||||||||||||||||||||
MHFG (Consolidated) |
||||||||||||||||||||||||||||
2024 (1) |
RBC |
CIBC |
GCIBC |
GMC |
AMC |
Others (6) |
Total |
|||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||
Gross profits + Net gains (losses) related to ETFs and others (2) |
||||||||||||||||||||||||||||
General and administrative expenses (3) |
|
|||||||||||||||||||||||||||
Equity in earnings (losses) of equity method investees—net |
— | ( |
) | |||||||||||||||||||||||||
Amortization of goodwill and others |
— | |||||||||||||||||||||||||||
Net business profits (losses) (4) + Net gains (losses) related to ETFs and others |
||||||||||||||||||||||||||||
Fixed assets (5) |
|
|
|
|
|
|||||||||||||||||||||||
MHFG (Consolidated) |
||||||||||||||||||||||||||||
2025 (1) |
RBC |
CIBC |
GCIBC |
GMC |
AMC |
Others (6) |
Total |
|||||||||||||||||||||
(in billions of yen) |
||||||||||||||||||||||||||||
Gross profits + Net gains (losses) related to ETFs and others (2) |
||||||||||||||||||||||||||||
General and administrative expenses (3) |
||||||||||||||||||||||||||||
Equity in earnings (losses) of equity method investees—net |
— | ( |
) | |||||||||||||||||||||||||
Amortization of goodwill and others |
— | |||||||||||||||||||||||||||
Net business profits (losses) (4) + Net gains (losses) related to ETFs and others |
|
|||||||||||||||||||||||||||
Fixed assets (5) |
|
|
|
|
|
|||||||||||||||||||||||
(1) |
Income and expenses of foreign branches of MHBK and foreign subsidiaries with functional currencies other than Japanese Yen have been translated for purposes of segment reporting using the budgeted foreign currency rates. Prior period comparative amounts for such foreign currency income and expenses have been translated using current period budgeted foreign currency rates. |
(2) |
“Gross profits + Net gains (losses) related to ETFs and others” is reported instead of sales reported by general corporations. Gross profits is defined as the sum of net interest income, fiduciary income, net fee and commission income, net trading income and net other operating income. Net gains (losses) related to ETFs and others consist of net gains (losses) on ETFs held by MHBK and MHTB on their non-consolidated basis and net gains (losses) on operating investment securities of MHSC on its consolidated basis. For the fiscal years ended March 31, 2023, 2024 and 2025, net gains (losses) related to ETFs and others amounted to ¥ |
(3) |
“General and administrative expenses” excludes non-allocated gains (losses), net, which primarily includes personnel expenses, depreciation expenses, and occupancy expenses. When the CODM assesses segment performance and decides how to allocate resources, these expenses are regularly provided to the CODM in an aggregated form as “General and administrative expenses” and may be used, for example, to evaluate the expense ratio against segment profits and to compare them with the budgeted expense information. |
(4) |
Net business profits (losses) is used in Japan as a measure of the profitability of core banking operations, and is defined as gross profits (as defined above) less general and administrative expenses (excluding non-allocated gains (losses), net) plus equity in earnings (losses) of equity method investees—net less |
amortization of goodwill and others. Measurement of net business profits (losses) is required for regulatory reporting to the Financial Services Agency of Japan. |
(5) |
“Fixed assets” is presented based on Japanese GAAP and corresponds to the total amount of the following U.S. GAAP accounts: Premises and equipment-net; Goodwill; Intangible assets; and right-of-use |
(6) |
“Others” includes the following items: |
• |
profits and expenses pertaining to consolidated subsidiaries that are not subject to allocation; |
• |
consolidating adjustments, including elimination of internal transaction between each segment; |
• |
equity in earnings (losses) of equity method investees—net that are not subject to allocation; and |
• |
profits and losses pertaining to derivative transactions that reflect the counterparty risk of the individual parties and other factors in determining fair market value. |
2023 |
2024 |
2025 |
||||||||||
(in billions of yen) |
||||||||||||
Net business profits (losses) + Net gains (losses) related to ETFs and others |
||||||||||||
Adjustment to reconcile management reporting to Japanese GAAP: |
||||||||||||
General and administrative expenses: non-allocated gains (losses), net |
||||||||||||
Expenses related to portfolio problems (including reversal of (provision for) general reserve for losses on loans) |
( |
) | ( |
) | ( |
) | ||||||
Gains on reversal of reserves for possible losses on loans, and others |
||||||||||||
Net gains (losses) related to stocks—Net gains (losses) related to ETFs and others |
||||||||||||
Net extraordinary gains (losses) |
( |
) | ||||||||||
Others |
( |
) | ( |
) | ( |
) | ||||||
Income before income tax expense under Japanese GAAP |
|
|||||||||||
Adjustment to reconcile Japanese GAAP to U.S. GAAP: |
||||||||||||
Derivative financial instruments and hedging activities |
( |
) | ( |
) | ||||||||
Investments |
( |
) | ( |
) | ||||||||
Loans |
( |
) | ( |
) | ( |
) | ||||||
Allowances for credit losses |
( |
) | ( |
) | ||||||||
Premises and equipment |
( |
) | ( |
) | ( |
) | ||||||
Land revaluation |
||||||||||||
Business combinations |
||||||||||||
Pension liabilities |
( |
) | ( |
) | ( |
) | ||||||
Consolidation of variable interest entities |
||||||||||||
Foreign currency translation |
( |
) | ( |
) | ||||||||
Others |
||||||||||||
Income before income tax expense under U.S. GAAP |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
(in billions of yen) |
||||||||||||
| Fixed assets |
||||||||||||
| |
|
|
|
|
|
|||||||
| U.S. GAAP adjustments (Note) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Premises and equipment-net, Goodwill, Intangible assets, and right-of-use |
||||||||||||
| |
|
|
|
|
|
|||||||
| Note: | The U.S. GAAP adjustments are primarily comprised of GAAP differences mainly from right-of-use |
Americas |
||||||||||||||||||||||||
Japan |
United States of America |
Others |
Europe |
Asia/Oceania excluding Japan, and others |
Total |
|||||||||||||||||||
| (in billions of yen) |
||||||||||||||||||||||||
| Fiscal year ended March 31, 2023: |
||||||||||||||||||||||||
| Total revenue (1) |
||||||||||||||||||||||||
| Total expenses (2) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) before income tax expense (benefit) |
( |
) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income (loss) |
( |
) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total assets at end of fiscal year |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Fiscal year ended March 31, 2024: |
||||||||||||||||||||||||
| Total revenue (1) |
||||||||||||||||||||||||
| Total expenses (2) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) before income tax expense |
( |
) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income (loss) |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total assets at end of fiscal year |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Fiscal year ended March 31, 2025: |
||||||||||||||||||||||||
| Total revenue (1) |
||||||||||||||||||||||||
| Total expenses (2) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) before income tax expense (benefit) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income (loss) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total assets at end of fiscal year |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Total revenue is comprised of Interest and dividend income and Noninterest income. |
| (2) | Total expenses are comprised of Interest expense, Provision (credit) for credit losses and Noninterest expenses. |
2024 |
2025 |
|||||||
(in millions of yen) |
||||||||
| Assets: |
||||||||
| Cash and due from banking subsidiaries |
||||||||
| Interest-bearing deposits in banking subsidiaries |
||||||||
| Investments in subsidiaries and affiliated companies: |
||||||||
| Banking subsidiaries |
||||||||
| Non-banking subsidiaries and affiliated companies |
||||||||
| Long-term loans receivable from subsidiaries: |
||||||||
| A banking subsidiary |
||||||||
| A non-banking subsidiary |
||||||||
| Other assets |
||||||||
| |
|
|
|
|||||
| Total |
||||||||
| |
|
|
|
|||||
| Liabilities and shareholders’ equity: |
||||||||
| Short-term borrowings from a banking subsidiary |
||||||||
| Long-term debt |
||||||||
| Other liabilities |
||||||||
| Shareholders’ equity |
||||||||
| |
|
|
|
|||||
| Total |
||||||||
| |
|
|
|
|||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
| Income: |
||||||||||||
| Dividends from subsidiaries and affiliated companies: |
||||||||||||
| Banking subsidiaries |
||||||||||||
| Non-banking subsidiaries and affiliated companies |
||||||||||||
| Management fees from subsidiaries |
||||||||||||
| Interest income on loans and discounts |
||||||||||||
| Other income |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
|
|
||||||||||
| |
|
|
|
|
|
|||||||
| Expenses: |
||||||||||||
| Operating expenses |
||||||||||||
| Interest expense |
||||||||||||
| Other expense |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
||||||||||||
| |
|
|
|
|
|
|||||||
| Equity in undistributed net income (loss) of subsidiaries and affiliated companies—net |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Income (loss) before income tax expense (benefit) |
( |
) | ||||||||||
| Income tax expense (benefit) |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net income (loss) |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
2023 |
2024 |
2025 |
||||||||||
(in millions of yen) |
||||||||||||
Cash flows from operating activities: |
||||||||||||
Net income (loss) |
( |
) | ||||||||||
Adjustments and other |
( |
) | ||||||||||
Net cash provided by operating activities |
||||||||||||
Cash flows from investing activities: |
||||||||||||
Purchases of Equity securities |
( |
) | ||||||||||
Proceeds from sales of Equity securities |
||||||||||||
Net change in loans |
( |
) | ( |
) | ( |
) | ||||||
Purchases of investments in subsidiaries and affiliated companies |
( |
) | ( |
) | ( |
) | ||||||
Net change in other investing activities |
( |
) | ( |
) | ( |
) | ||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
Cash flows from financing activities: |
||||||||||||
Net change in short-term borrowings |
( |
) | ( |
) | ||||||||
Proceeds from issuance of long-term debt |
|
|
|
|||||||||
Repayment of long-term debt |
( |
) | ( |
) | ( |
) | ||||||
Purchases of treasury stock |
( |
) | ( |
) | ( |
) | ||||||
Dividends paid |
( |
) | ( |
) | ( |
) | ||||||
Net change in other financing activities |
||||||||||||
Net cash provided by (used in) financing activities |
( |
) | ( |
) | ||||||||
Net increase (decrease) in cash and cash equivalents |
( |
) | ( |
) | ||||||||
Cash and cash equivalents at beginning of fiscal year |
||||||||||||
Cash and cash equivalents at end of fiscal year |
||||||||||||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibits | |
| 1.1 | Articles of Incorporation of Mizuho Financial Group, Inc., March 2, 2023 (English Translation)* | |
| 1.2 | Regulations of the Board of Directors of Mizuho Financial Group, Inc., as amended on April 1, 2025 (English Translation) | |
| 1.3 | Share Handling Regulations of Mizuho Financial Group, Inc., dated September 1, 2022 (English Translation)* | |
| 2.1 | Form of American Depositary Receipt** | |
| 2.2 | Form of Deposit Agreement, amended and restated as of April 2, 2018, among the registrant, The Bank of New York Mellon as Depositary and all owners and holders from time to time of American Depositary Receipts issued thereunder*** | |
| 2.3 | Description of Our Shares of Common Stock and Preferred Stock—see “Item 10.B. Memorandum and Articles of Association.” | |
| 2.4 | Description of Our American Depositary Shares** | |
| 8 | List of significant subsidiaries of Mizuho Financial Group, Inc.—see “Item 4.C. Information on the Company—Organizational Structure.” | |
| 11.1 | Code of Ethics for Financial Professionals of Mizuho Financial Group, Inc., as amended on April 1, 2024 (English Translation)**** | |
| 11.2 | Procedures for Controlling Insider Trading of Mizuho Financial Group, Inc., as amended on April 1, 2025 (English Translation) | |
| 11.3 | Regulations Pertaining to the Financial Transactions of Executives of Mizuho Financial Group, Inc., as amended on April 1, 2024 (English Translation)**** | |
| 12.1 | CEO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)). | |
| 12.2 | CFO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)). | |
| 13.1 | Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). | |
| 15 | Consent of Independent Registered Public Accounting Firm | |
| 97 | Recovery Policy for Executive Compensation**** | |
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | The cover page for the Company’s Annual Report on From 20-F for the year ended March 31, 2025, has been formatted in Inline XBRL | |
| * | Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on June 28, 2023. |
| ** | Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 2, 2021. |
| *** | Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on July 3, 2018, except Exhibit A thereto. For the latest Exhibit A, see Exhibit 2.1 to our annual report on Form 20-F (No. 001-33098) filed on July 2, 2021. |
| **** | Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on June 26, 2024. |
Signature
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| MIZUHO FINANCIAL GROUP, INC. | ||
| By: | /s/ Masahiro Kihara | |
| Name: | Masahiro Kihara | |
| Title: | President & Group CEO | |
June 25, 2025
FAQ
What is the new statutory tax rate for Mizuho Financial Group and when does it take effect?
How much are Mizuho's derivatives assets and liabilities as of March 2025?
What is the value of assets held for sale by Mizuho Financial Group?
How much commercial paper and short-term notes did Mizuho issue by March 2025?
