Mizuho Financial : Financial report Financial report - Form 6-K First Half of FY2023 (US GAAP)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2023

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant's name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive office)

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

This report on Form 6-K shall be deemed to be incorporated by reference into the prospectus forming a part of Mizuho Financial Group, Inc.'s Registration Statement on Form F-3 (File No. 333-266555) and to be a part of such prospectus from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBITS

Exhibit Number

15.Acknowledgment Letter of Ernst & Young ShinNihon LLC

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104The cover page for the Company's Interim Report on Form 6-K for the six months ended September 30, 2023, has been formatted in Inline XBRL

SIGNATURES

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

Date: December 27, 2023

Mizuho Financial Group, Inc.

By: /s/ Masahiro Kihara

Name: Masahiro Kihara

Title: President & Group CEO

In this 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 such figures may not match the total amount.

Unless otherwise specified, for purposes of this report, we have presented our financial information in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

	Table of Contents
	Page
Recent Developments	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Accounting Changes	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Operating Results	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Business Segments Analysis	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Financial Condition	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Liquidity	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Capital Adequacy	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Consolidated Balance Sheets (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1 Consolidated Statements of Income (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3 Consolidated Statements of Comprehensive Income (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4 Consolidated Statements of Equity (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5 Consolidated Statements of Cash Flows (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6 Notes to Consolidated Financial Statements (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

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Recent Developments

The following is a summary of significant business developments since March 31, 2023 relating to Mizuho Financial Group, Inc.

Operating Environment

As to the recent economic environment, although fiscal spending and wage increases have supported consumer spending in the United States, the effects of high inflation and the subsequent monetary tightening have gradually begun to emerge, particularly in Europe and the United States. In China, a prolonged correction in the real estate market has depressed the economy, and there is a sense of stagnation in the global economy, resulting in uncertainty about the future.

In Japan, although the production activities of manufacturers have weakened due to sluggish capital investment and shortages of semiconductors, gradual recovery is expected to continue, supported by a recovery in domestic service consumption and inbound demand. While there is movement, such as wage increases, inflation rates are expected to decrease due to a decline in import prices. However, the slowdown of overseas economies due to monetary tightening in Europe and the United States, which may diminish capital investments, is a cause for concern. In addition, concerns have remained high with respect to changes to the monetary policy of the Bank of Japan ("BOJ") in the event of an increase in prices, and if changes are actually implemented, such changes may affect the Japanese economy.

In the United States, the economy has continued to grow steadily, mainly in terms of consumption, even under steep inflation rates and rapid monetary tightening by the Federal Reserve Board ("FRB") in response thereto. Wages, which support consumption, have remained high as a result of strong labor demand and labor supply constraints following the spread of COVID-19. Based on these circumstances, the FRB has maintained its stance of monetary tightening while slowing the pace of rate hikes, however it has decided to leave the policy rate unchanged at the three consecutive meetings of the Federal Open Market Committee ("FOMC") since September. Going forward, policy decisions are expected to be made while assessing the effects of monetary tightening on the real economy, and there remains significant uncertainty over the outlook for the U.S. economy and monetary policy.

In Europe, the economic slowdown has continued, and low growth is expected for some time to come. The European Central Bank ("ECB") had continued to raise interest rates until September, as service prices have remained high due to corporate profit margins and wage increases. These rate hikes have been accompanied by an increase in mortgage interest rates, which has depressed consumption, and a decline in corporate borrowing demand, which precedes capital investment. Under these circumstances, the ECB decided to leave the policy rate unchanged at the meetings in October and December, taking into account the recent decline in inflation rates. There remains a risk that financial instability will return, and there is concern that fluctuations in financial markets will have a significant impact on monetary policy and economic trends.

In Asia, although the economic recovery has been moderate, driven by service consumption and supported by the recovery in demand from the spread of COVID-19 in China, the economic recovery has stalled due to weak demand for goods and a prolonged slump in real estate investment. In addition, conflicts between the United States and China continue to pose a high degree of uncertainty with respect to China's trade and national security.

In emerging economies, growth has been slowing due to the effects of the global economic slowdown and high inflation rates.

As for the future outlook of the global economy, uncertainty is expected to continue due to a lack of clarity over the impact of global monetary tightening on the real economy. Particularly in Europe and the United States, depending on the circumstances, such as inflation remaining high due to wage and price spirals caused by tighter

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labor market conditions, a sharp economic downturn due to further monetary tightening and financial system disruptions, and heightened tensions in Ukraine, there is a possibility of financial and capital market disruption and the risk of further economic downturn, 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 quarterly basis, compared to the corresponding period of the previous year, increased by 1.5% in the third quarter of calendar year 2023. Japan's real gross domestic product on a quarterly basis, compared to the corresponding period of the previous year, decreased consecutively from the fourth quarter of calendar year 2019 through the first quarter of calendar year 2021, and increased consecutively from the second quarter of calendar year 2021 through the third quarter of calendar year 2023.
• In September 2016, the Bank of Japan 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 the new policy framework, the BOJ set a guideline for market operations: regarding short-term interest rates, the BOJ will 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 will remain at around 0%.
  In July 2018, the BOJ decided to strengthen its commitment to achieving its price stability target by introducing forward guidance for policy rates and to enhance the sustainability of "quantitative and qualitative monetary easing with yield curve control," stating that the yield of 10-year Japanese government bonds could move upwards and downwards from the level of around 0% to some extent, mainly depending on developments in economic activity and prices. In October 2019, the BOJ decided on new forward guidance for policy rates, in respect of which, the BOJ stated its expectation that short- term and long-term interest rates would remain at their present or lower levels as long as it is necessary to pay close attention to the possibility that the momentum toward achieving the price stability target will be lost.
  In March 2020, in light of the impact of the spread of COVID-19, the BOJ judged it appropriate to enhance monetary easing through (1) the further ample supply of funds by conducting various operations including purchases of Japanese government bonds and U.S. dollar funds-supplying operations, (2) measures to facilitate corporate financing including the introduction of the "special funds-supplying operations to facilitate corporate financing regarding the novel coronavirus (COVID-19)" and (3) active purchases of exchange-traded funds and Japan real estate investment trusts.
  Furthermore, in April 2020, the BOJ judged it appropriate to enhance monetary easing through (1) an increase in purchases of commercial paper and corporate bonds, (2) the strengthening of the "special funds-supplying operations to facilitate corporate financing regarding the novel coronavirus (COVID-19)" and (3) further active purchases of Japanese government bonds and treasury discount bills. In December 2021, the BOJ decided to extend the "special funds-supplying operations to facilitate corporate financing regarding the novel coronavirus (COVID-19)" in part by six months until the end of September 2022. In March 2022, the BOJ completed its additional purchases of commercial paper and corporate bonds as scheduled.
  In September 2022, the BOJ decided to phase out the "special funds-supplying operations to facilitate corporate financing regarding the novel coronavirus (COVID-19)" and shift to fund-provisioning that would meet a wide range of financing needs. The BOJ decided to extend fund-provisioning against

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loans that financial institutions make on their own by six months until the end of March 2023, and fund-provisioning against loans that financial institutions make on the back of government support by three months until the end of December 2022. In addition, the BOJ decided to set no upper limit on the amount of fund-provisioning under the policy of "funds-supplying operations against pooled collateral," for which various types of collateral are accepted, in order to support financing even after the expiration of the aforementioned special operations.

In December 2022, the BOJ decided to expand the range in which it allows the yield of 10-year Japanese government bonds to fluctuate, from between around plus or minus 0.25% to between around plus or minus 0.5%, in order to improve market function and encourage the smoother formation of the entire yield curve, while maintaining accommodative financial conditions.

In October 2023, the BOJ decided to further increase flexibility in the conduct of yield curve control. While the BOJ will maintain the target level of the yield of 10-year Japanese government bonds at around zero percent, it will conduct yield curve control with an upper bound of 1.0 % for these yields as a reference.

• The yield on newly issued 10-year Japanese government bonds, which is a key long-term interest rate indicator, was 0.351% as of March 31, 2023 and increased to 0.765% as of September 29, 2023. Thereafter, the yield decreased to 0.672% as of November 30, 2023.
• The Nikkei Stock Average, which is an average of the price of 225 stocks listed on the Tokyo Stock Exchange, increased by 13.6% to ¥31,857.62 as of September 29, 2023 compared to March 31, 2023. Thereafter, the Nikkei Stock Average increased further to ¥33,486.89 as of November 30, 2023.
• The yen to U.S. dollar spot exchange rate, according to the BOJ, was ¥133.13 to $1.00 as of March 31, 2023 and weakened to ¥148.77 to $1.00 as of September 29, 2023. Thereafter, the yen strengthened to ¥147.06 to $1.00 as of November 30, 2023.
• According to Teikoku Databank, a Japanese research institution, in Japan, there were 3,123 corporate bankruptcies in the six months ended September 30, 2022, involving approximately ¥1.8 trillion in total liabilities, 3,676 corporate bankruptcies in the six months ended March 31, 2023, involving approximately ¥0.6 trillion in total liabilities, and 4,208 corporate bankruptcies in the six months ended September 30, 2023, involving approximately ¥1.6 trillion in total liabilities. The number of corporate bankruptcies in the six months ended September 30, 2023 was higher than the corresponding period of the previous year for two consecutive years and exceeded 4,000 corporate bankruptcies for the first time since 2020.

Developments Relating to Our Capital

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.

In the six months ended September 30, 2023, we maintained a sufficient capital base compared to regulatory minimum requirements, mainly as a result of earning ¥415.7 billion of profit attributable to owners of parent (under Japanese GAAP).

Our Common Equity Tier 1 capital ratio under Basel III as of September 30, 2023 was 11.52%.

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 2023, we redeemed ¥195.0 billion of

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unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause issued by Mizuho Financial Group in July 2018. As for Tier 2 capital, in June 2023, we redeemed ¥25.0 billion and ¥70.0 billion of unsecured fixed-term subordinated bonds with an optional redemption clause and a write-down clause issued by Mizuho Financial Group in June 2018.

Meanwhile, as for the new issuances of Additional Tier 1 capital, in July 2023, we issued ¥160.0 billion and ¥101.0 billion of unsecured perpetual subordinated bonds with an optional redemption clause and a write-down clause through public offerings to wholesale investors in Japan. With respect to the new issuances of Tier 2 capital, in July 2023, we issued ¥95.0 billion of unsecured fixed-term subordinated bonds with a write-down clause through public offerings to retail investors in Japan. In July 2023, we also issued ¥143.0 billion of unsecured fixed-term subordinated bonds with an optional redemption clause and a write-down clause through public offerings to retail investors in Japan.

Interim cash dividends for the fiscal year ending March 31, 2024 were ¥50.0 per share of common stock, an increase of ¥7.5 per share compared to ¥42.5 for the fiscal year ended March 31, 2023.

We maintain our shareholder return policy of progressive dividends as our principal approach while executing flexible and intermittent share buybacks. In addition, as for 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.

Developments Relating to Our Business

Acquisition of Premier M&A Advisory Firm Greenhill & Co., Inc.

On May 22, 2023, we and Greenhill & Co., Inc. ("Greenhill"), a U.S. M&A advisory firm, announced a definitive agreement for Mizuho Financial Group, Inc. to acquire Greenhill in an all-cash transaction at $15 per share, reflecting an enterprise value of approximately $550 million, including assumed debt. The acquisition was completed on December 1, 2023. Through this transaction, we look to accelerate our investment banking growth strategy.

Strengthening of Strategic Capital and Business Alliance between Mizuho Securities and Rakuten Securities Holdings

On November 9, 2023, Mizuho Securities Co., Ltd. ("Mizuho Securities") and Rakuten Securities Holdings, Inc. ("Rakuten Securities Holdings") agreed to further strengthen the strategic capital and business alliance between the two companies ("Alliance") originally announced on October 7, 2022. By strengthening the Alliance, we will promote initiatives, including collaboration between both groups, aimed at building a new retail business model that combines both online and offline businesses in the fields of asset formation and asset management. In order to strengthen this partnership, Mizuho Securities and Rakuten Securities Holdings entered into a share transfer agreement on November 9, 2023 for 29.0% of the common stock in Rakuten Securities, Inc. ("Rakuten Securities") held by Rakuten Securities Holdings. Subject to the approval of the relevant authorities, Mizuho Securities and Rakuten Securities Holdings agreed to make an additional transfer ("Share Transfer") to Mizuho Securities, and to amend the shareholders' agreement concluded on October 7, 2022. The Share Transfer was completed on December 15, 2023. As a result, Mizuho Securities holds 49.0% of the common stock in Rakuten Securities.

Disposing of Our Cross-shareholdings

Reflecting the potential impact on our financial position associated with the risk of stock price fluctuation, 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

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reduce them through dialogue with the issuing companies. We promote the disposal of cross-shareholdings through initiatives to enhance capital efficiency by utilizing in-house company return on equity as an internal performance indicator. As part of the new medium-term business plan, we are continuing our basic policy of reducing cross-shareholdings. During the six months ended September 30, 2023, we have sold ¥23.6 billion of cross-shareholdings under Japanese GAAP on an acquisition cost basis.

Others

Russia-Ukraine situation

As of March 31 and September 30, 2023, our direct net country exposure to Russia was $1.95 billion and $1.33 billion, respectively, or 0.1% and 0.1%, each on an aggregate basis, of the total exposure of Mizuho Bank (consolidated) and Mizuho Trust & Banking (consolidated), which primarily consisted of outstanding loans and due from banks. Included within this exposure are loans made by AO Mizuho Bank (Moscow). Loans of AO Mizuho Bank (Moscow) decreased by $0.2 billion from $0.4 billion as of March 31, 2023 to $0.2 billion as of September 30, 2023.

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.

Replacement of London Interbank Offered Rate ("LIBOR")

We have taken measures for the cessation of publication of all LIBOR settings after the end of June 2023 and the shift to a successor interest rate benchmark across the entire group.

See "Item 3.D. Key Information-RiskFactors-The transition of interest rate benchmarks such as LIBOR could have adverse effects on our financial condition and results of operations." in our most recent Form 20-F for further information.

Accounting Changes

See note 2 to our consolidated financial statements included elsewhere in this report.

Operating Results

The following table shows certain information as to our income, expenses and net income (loss) attributable to MHFG shareholders for the six months ended September 30, 2022 and 2023:

	Six months ended September 30,	Increase
	2022						2023			(decrease)
				(in billions of yen)
Interest and dividend income	¥1,241		¥	2,717			¥	1,476
Interest expense	626						2,081					1,455
Net interest income	615						636					21
Provision (credit) for credit losses	38						(2)				(40)
Net interest income after provision (credit) for credit losses	577						638					61
Noninterest income (loss)	(214)					992					1,206
Noninterest expenses	926						1,039					113
Income (loss) before income tax expense (benefit)	(563)					591					1,154
Income tax expense (benefit)	(172)					178					350
Net income (loss)	(391)					413					804
Less: Net income (loss) attributable to noncontrolling interests . . .	(12)					106					118
Net income (loss) attributable to MHFG shareholders	¥ (379)	¥	307			¥	686

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The following is a discussion of major components of our net income (loss) attributable to MHFG shareholders for the six months ended September 30, 2022 and 2023.

Net Interest Income

The following table shows the average balance of interest-earning assets and interest-bearing liabilities, interest amounts and the annualized average interest rates on such assets and liabilities for the six months ended September 30, 2022 and 2023:

						Six months ended September 30,
				2022								2023						Increase (decrease)
		Average Interest Interest Average Interest Interest Average Interest Interest
		balance		amount		rate		balance		amount		rate		balance		amount		rate
									(in billions of yen, except percentages)
Interest-bearing deposits in other banks	¥	42,349	¥135		0.63%	¥64,922		¥485		1.49%	¥22,573			¥350		0.86%
Call loans and funds sold		5,260	2		0.09		5,086		17		0.67		(174)	15		0.58
Receivables under resale agreements and
securities borrowing transactions		17,275	87		1.01		18,062		308		3.41		787			221		2.40
Trading account assets		17,384	190		2.17		20,441		337		3.29		3,057			147		1.12
Investments		36,248	79		0.44		33,662		129		0.77		(2,586)	50		0.33
Loans		95,405	748		1.56		96,506		1,440		2.98		1,101			692		1.42
Total interest-earning assets		213,921	1,241		1.16		238,679		2,717		2.27		24,758			1,476		1.11
Deposits		134,607	266		0.39		141,795		1,030		1.45		7,188			764		1.06
Call money and funds purchased		2,053	5		0.51		2,334		13		1.11		281			8		0.60
Payables under repurchase agreements and
securities lending transactions		29,468	178		1.20		32,774		731		4.45		3,306			553		3.25
Other short-term borrowings(1)		6,330	11		0.35		4,063		42		2.08		(2,267)	31		1.73
Trading account liabilities		5,530	55		1.99		6,590		85		2.57		1,060			30		0.58
Long-term debt		13,843	111		1.59		15,412		180		2.33		1,569			69		0.74
Total interest-bearing liabilities		191,831	626		0.65		202,968		2,081		2.04		11,137			1,455		1.39
	Net	¥	22,090	¥615		0.51		¥35,711		¥636		0.23		¥13,621			¥ 21		(0.28)

Note:

(1) Other short-term borrowings consist of due to trust accounts, commercial paper and other short-term borrowings.

Interest and dividend income increased by ¥1,476 billion, or 118.9%, from the six months ended September 30, 2022 to ¥2,717 billion in the six months ended September 30, 2023 due mainly to increases in interest income from loans and interest-bearing deposits in other banks. These increases were due mainly to the impact of rising global interest rates. The changes in the average yields on interest-earning assets contributed to an overall increase in interest and dividend income of ¥1,393 billion, and the changes in average balances of interest-earning assets contributed to an overall increase in interest and dividend income of ¥82 billion, resulting in a ¥1,476 billion increase in interest and dividend income.

Interest expense increased by ¥1,455 billion, or 232.4%, from the six months ended September 30, 2022 to ¥2,081 billion in the six months ended September 30, 2023 due mainly to increases in interest expense on deposits and payables under repurchase agreements and securities lending transactions. These increases were due mainly to the impact of rising global interest rates. The changes in average interest rates on interest-bearing liabilities contributed to an overall increase in interest expense of ¥1,372 billion, and the changes in average balances of interest-bearing liabilities contributed to an overall increase in interest expense of ¥83 billion, resulting in a ¥1,455 billion increase in interest expense.

As a result of the foregoing, net interest income increased by ¥21 billion, or 3.4%, from the six months ended September 30, 2022 to ¥636 billion in the six months ended September 30, 2023. Average interest rate spread declined by 0.28 percentage points from the six months ended September 30, 2022 to 0.23% in the six

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