Form 6-K MIZUHO FINANCIAL GROUP For: Aug 12

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 August 2022

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-F  ☒    Form 40-F  ☐

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

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

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  ☐    No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-                    .

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NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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.

UNAUDITED QUARTERLY CONSOLIDATED JAPANESE GAAP FINANCIAL STATEMENTS

AS OF AND FOR THE THREE MONTHS ENDED JUNE 30, 2022

On August 12, 2022, we published our unaudited quarterly consolidated financial statements as of and for the three months ended June 30, 2022 prepared in accordance with Japanese GAAP as part of our quarterly securities report (shihanki hokokusho) for the same period filed by us with the relevant Japanese authorities. We have included in this report on Form 6-K an English translation of the unaudited quarterly consolidated financial statements and the notes thereto included in such quarterly securities report. Japanese GAAP differs in certain respects from U.S. GAAP. For a description of certain differences between U.S. GAAP and Japanese GAAP, see “Item 5. Operating and Financial Review and Prospects—Reconciliation with Japanese GAAP” in our most recent annual report on Form 20-F filed with the U.S. Securities Exchange Commission.

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Financial Information

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(1) Quarterly Consolidated Balance Sheet

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(2) Quarterly Consolidated Statement of Income and Quarterly Consolidated Statement of Comprehensive Income

      Quarterly Consolidated Statement of Income

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Notes to Quarterly Consolidated Financial Statements

Changes in Accounting Policies

(Implementation Guidance on Accounting Standard for Fair Value Measurement)

MHFG has applied “Implementation Guidance on Accounting Standard for Fair Value Measurement” (ASBJ Guidance No.31, June 17, 2021 (referred to as “Fair Value Accounting Standard Implementation Guidance”)) from the beginning of the first quarter ended June 30, 2022. In accordance with the transitional treatment set out in Article 27-2 of “Fair Value Accounting Standard Implementation Guidance”, MHFG applies the new accounting policy set forth in “Fair Value Accounting Standard Implementation Guidance” prospectively. As a result, some Investment trusts and others are calculated using net asset value, etc., as of the calculation date of the fair value.

Additional Information

The Board Benefit Trust (“BBT”) Program

Since MHFG operates its business to contribute to the creation of value for diverse stakeholders and realize improved corporate value through the continuous and stable growth of MHFG group pursuant to MHFG’s basic management policy defined under the Mizuho Financial Group’s Corporate Identity, MHFG has introduced a stock compensation program using a trust (the “Program”) that functions as an incentive for each Director, Group Executive Officer, and Operating officers to exert maximum effort in performing his or her duties, and also as consideration for such exertion of effort.

The Program has adopted the Board Benefit Trust (“BBT”) framework. MHFG’s shares on the stock market will be acquired through a trust established based on the underlying funds contributed by MHFG, and MHFG’s shares will be distributed to Directors, Executive Officers, and Operating officers of MHFG, Mizuho Bank, Ltd., Mizuho Trust & Banking Co., Ltd., and Mizuho Securities Co., Ltd. (the “Company Group”) and other entities in accordance with the Rules on Distribution of Shares to be prescribed in advance. The framework consists of the stock compensation program based on the Company Group Officer’s responsibilities and others in their respective company (“Stock Compensation I”), the stock compensation program based on the performance evaluation of the Company Group (“Stock Compensation II”) and the stock compensation program based on Company Group Officer’s responsibilities in their respective company and the performance evaluation of the Company Group, which distributes MHFG’s shares to Operating officers of MHFG and certain consolidated subsidiaries (“Stock Benefit”).

Stock Compensation I will be paid at the time of retirement in the form of shares of MHFG calculated based on their responsibilities and others. A system is adopted which enables a decrease or forfeiture of the amount depending on the performance of the company or the individual.

Stock Compensation II will be paid in the form of shares of MHFG and will be deferred over three years, which is calculated based on the status of achieving our Five-Year Business Plan. A system is adopted which enables a decrease or forfeiture of the amount depending on the performance of the company or the individual.

Stock Benefit will be paid in the collective form of MHFG’s share, which is based on responsibilities in their respective company and the performance evaluation of the Company Group. Reduction and forfeit of the benefit can occur in the program.

Upon the payment of stock compensation under the Program, MHFG may, for a certain portion, pay a monetary amount equivalent to the market value of its stock in lieu of stock compensation in accordance with the Rules on Distribution of Shares.

Voting rights related to MHFG’s shares belonging to the trust assets under the trust shall not be exercised.

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MHFG’s shares outstanding in the trust are recognized as Treasury Stock under Net Assets at the carrying amount (excluding the amount of incidental expenses) in the trust. The carrying amount of such Treasury Stock as of June 30, 2022 was ¥5,939 million for 3,737 thousand shares (the carrying amount as of March 31, 2022 was ¥4,949 million for 3,079 thousand shares).

Reserves for Possible Losses on Loans

In light of the principles set forth in the report entitled “Japanese Financial Services Agency (“JFSA”)’s supervisory approaches to lending business and loan loss provisioning” published by JFSA in December 18, 2019, we have reflected the potential impact of the COVID-19, the Russia-Ukraine situation and others on Reserves for Possible Losses on Loans for some credit. More specifically, we used the assumptions based on the forecasted GDP growth rate, financial variables including resource prices, exchange rates, and others, the future prospect of business environment of each industry, the impact of economic sanctions inside and outside of Russia, and the Russia-Ukraine situation and others in addition to the spread of COVID-19. Expected losses affected by these impacts in the future are recognized as Reserves for Possible Losses on Loans. There are no material changes in the methods of the above accounting estimates and the major assumptions used in the consolidated financial statements from those of the previous fiscal year.

In addition, expected losses which are assumed may occur in the future due to difficulties in foreign currency cash management influenced by economic sanctions against Russia, in claims for which transfer risk has not been avoided, are recognized as Reserve for Possible Losses on Loans to Restructuring Countries.

The expected losses are calculated based on evaluation of Russian country risk and past defaults which are announced by external rating firms and others. The amount of Reserve for Possible Losses on Loans to Restructuring Countries for the three months ended June 30, 2022 is ¥57,474 million, which includes ¥55,845 million against the claims related to Russia.

Application of Treatment of Accounting and Disclosure for Applying the Japanese Group Relief System

MHFG and some domestic consolidated subsidiaries of the Group have translated the Consolidated Tax System into the Japanese Group Relief System from the first quarter ended June 30, 2022. In accordance with this, accounting and disclosure of corporate tax, local corporate tax and tax-effect accounting are in compliance with “Treatment of accounting and disclosure for applying the Japanese Group Relief System (Practical Solutions No. 42, August 12, 2021 (“Practical Solutions No.42”)). In addition, based on Practical Solutions No. 42, Paragraph 32 (1), MHFG regards that there is no impact from the changes in accounting policies associated with the effects of the application of Practical Solutions No.42.

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Notes to Quarterly Consolidated Balance Sheet

The amounts given in the above table are gross amounts before deduction of amounts for the Reserves for Possible Losses on Loans.

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Notes to Quarterly Consolidated Statement of Income

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Notes to Quarterly Consolidated Statement of Cash Flows

We have not prepared Consolidated Statement of Cash Flows for the three months ended June 30, 2022. Depreciation (including Amortization of Intangible Fixed Assets excluding Goodwill) and Amortization of Goodwill for the three months ended June 30, 2021 and 2022 are as follows:

Changes in Net Assets

For the three months ended June 30, 2021

For the three months ended June 30, 2022

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Business Segment Information, etc.

Business Segment Information

MHFG has introduced an in-house company system based on the group’s diverse customer segments. The aim of this system is to leverage MHFG’s strengths and competitive advantage, which is the seamless integration of MHFG’s banking, trust and securities functions under a holding company structure, to speedily provide high-quality financial services that closely match customer needs.

Specifically, the company system is classified into the following five in-house companies, each based on a customer segment: the Retail & Business Banking Company, the Corporate & Institutional Company, the Global Corporate Company, the Global Markets Company, and the Asset Management Company.

The services that each in-house company is in charge of are as follows:

Retail & Business Banking Company:

Services for individual customers, small and medium-sized enterprises and middle market firms in Japan

Corporate & Institutional Company:

Services for large corporations, financial institutions and public corporations in Japan

Global Corporate Company:

Services for Japanese overseas affiliated corporate customers and non-Japanese corporate customers, etc.

Global Markets Company:

Investment services with respect to interest rates, equities and credits, etc. and other services

Asset Management Company:

Development of products and provision of services that match the asset management needs of its wide range of customers from individuals to institutional investors

The reportable segment information, set forth below, is derived from the internal management reporting systems used by management to measure the performance of the Group’s operating segments. Management measures the performance of each of the operating segments in accordance with internal managerial accounting rules and practices.

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For the three months ended June 30, 2021

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For the three months ended June 30, 2022

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The above total amounts of Net business profits or losses (excluding the amounts of credit costs of trust accounts, before reversal of (provision for) general reserve for losses on loans) + Net gains or losses related to ETFs and others derived from internal management reporting are different from Income before income taxes recorded in the Quarterly Consolidated Statement of Income.

The contents of the difference for the three months ended June 30, 2021 and 2022, are as follows:

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Financial Instruments

There are no significant changes to be noted compared with the amount of the fiscal year ended March 31, 2022.

Securities

There are no significant changes to be noted compared with the amount of the fiscal year ended March 31, 2022.

Money Held in Trust

There are no significant changes to be noted compared with the amount of the fiscal year ended March 31, 2022.

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Derivatives Information

The classification, type, contract value, fair value and unrealized gains (losses) which are material for the operation of corporate group and have changed significantly in comparison to the end of fiscal year ended March 31, 2022 are as follows;

As of March 31, 2022

As of June 30, 2022

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As of March 31, 2022

As of June 30, 2022

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As of March 31, 2022

As of June 30, 2022

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Revenue recognition

Notes:

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Per Share Information

Net Income per Share of Common Stock and Diluted Net Income per Share of Common Stock are based on the following information:

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Subsequent Events

(Debt Waiver and Debt Equity Swap to Our Business Partner)

Marelli Holdings Co., Ltd. (the “Company”), a business partner of Mizuho Bank, Ltd., a subsidiary of MHFG, declared the application for a simplified rehabilitation proceeding to Tokyo District Court. The business reconstruction plan was accepted by the court as of August 9, 2022.

In light of this event, additional investment was made by KKR, a shareholder of the Company, and Mizuho Bank, Ltd. waived some of its claims to the Company and exchanged some of its claims for preferred stocks of the Company as a contribution in kind (“DES”).

(1), (2) and (3) are described based on the data as of June 30, 2022.

(1) Outline of the Company

Company Name: Marelli Holdings Co., Ltd.

Address: 2-1917 Nisshin-cho, Kita-ku, Saitama-city, Saitama

Representative: Hiroshi Moriya, Representative Director

    David John Slump, Representative Director

Line of Business: Management of auto-parts manufacturing subsidiaries

Capital Stock: 100 million yen

Date of Foundation: October 6, 2016

(2) Amount and type of claims on the Company and its subsidiaries

Loans and other: 404.2 billion yen

(3) Amount of Debt Waiver and DES

Debt Waiver: 132.6 billion yen

DES:                  7.8 billion yen

(4) Influences on MHFG Group from the Fact

In response to the application for a simplified rehabilitation proceeding, we have already applied the necessary accounting treatment in this first quarter, and there is no additional profit and loss impact in connection with the Debt Waiver and DES mentioned in (3) above.

We will review the borrower rating and allowances properly, considering the decision to accept the business reconstruction plan and the additional investment from KKR.

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At the meeting of the Board of Directors held on May 13, 2022, the year-end cash dividends for the 20th term were resolved as follows:

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