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 May 2008.
Commission File Number 001-33098
Mizuho Financial Group, Inc.
(Translation of registrants name into English)
5-5, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-0004
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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether 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 x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 1, 2008 | ||
Mizuho Financial Group, Inc. | ||
By: | /s/ Takashi Tsukamoto | |
Name: | Takashi Tsukamoto | |
Title: | Deputy President - Executive Officer / CFO |
(Mizuho Securities)
April 28, 2008
Consolidated Financial Summary
(for the year ended March 31, 2008)
Companys name: | Mizuho Securities Co., Ltd. (the Company) (URL http://www.mizuho-sc.com) |
|||||
Representative: | Keisuke Yokoo, President | |||||
For inquiry: | Kiyotaka Somekawa, Managing Director, Head of Risk Management and Finance Group |
Phone: | (Country Code 81) 3- 5208-2030 | |||
Scheduled date of General Shareholders Meeting: June 25, 2008 |
1. | Business performance for the year ended March 31, 2008 (April 1, 2007 through March 31, 2008) |
(note) | a. | All amounts have been rounded down to the nearest one million yen | ||
b. | The percentage in the column of operating revenues, net operating revenues, operating profit, ordinary profit and net profit indicate percentage of change compared to the same period in the previous year. |
(1) | Consolidated operating results |
Operating revenues | Net operating revenues | Operating profit | Ordinary profit | ||||||||||||||||||||
mil. yen | % | mil. yen | % | mil. yen | % | mil. yen | % | ||||||||||||||||
Year ended March 31, 2008 |
223,677 | (-65.4 | ) | (296,567 | ) | ( | ) | (430,293 | ) | ( | ) | (433,672 | ) | ( | ) | ||||||||
Year ended March 31, 2007 |
647,292 | (42.4 | ) | 165,494 | (-8.3 | ) | 45,845 | (-31.8 | ) | 46,315 | (-35.4 | ) |
Net profit | Net profit per share | Diluted net profit per share | ||||||||||||
mil. yen | % | yen | yen | |||||||||||
Year ended March 31, 2008 |
(418,669 | ) | ( | ) | (96,512.02 | ) | | ( | ) | |||||
Year ended March 31, 2007 |
26,951 | (29.5 | ) | 7,313.79 | | ( | ) |
(note) | Equity in profit of affiliated companies: | Year ended March 31, 2008: | 390 mil. yen | |||
Year ended March 31, 2007: | 113 mil. yen |
(2) | Consolidated financial position |
Total assets | Net assets | Equity ratio | Net assets per share | |||||
mil. yen | mil. yen | % | yen | |||||
As of March 31, 2008 |
21,122,253 | 331,031 | 1.6 | 49,437.93 | ||||
As of March 31, 2007 |
21,035,385 | 439,257 | 2.1 | 119,199.55 |
(note) Net assets |
As of March 31, 2008 | 330,492 mil. yen | As of March 31, 2007 | 439,250 mil. yen |
2. | Dividend condition |
Dividend per share | Total Dividends (Annual) |
Dividend Payout (Consolidated) |
Dividend on Equity (Consolidated) | |||||||||
As of Sep. 30 | As of Mar. 31 | Full Year | ||||||||||
yen | yen | yen | mil. yen | % | % | |||||||
Year ended March 31, 2007 |
. | 3,800.00 | 3,800.00 | 14,003 | 52.0 | 3.3 | ||||||
Year ended March 31, 2008 |
. | . | 0.00 | | | |
3. | Others |
(1) | Change in number of material subsidiaries during the fiscal year: None |
(2) | Change in accounting principle, procedure and presentation preparing the consolidated financial statements |
(noted in Change in the basis of consolidated financial statements)
a. Change due to revision of accounting standards: Yes |
||||
b. Other changes: None |
(Note) Refer to page 11 Change in the basis of consolidated financial statements for details.
(3) | Number of shares issued and outstanding (Common stock) |
a. Number of shares issued and outstanding (incl. treasury stock) |
As of March 31, 2008 | 6,685,000 shares | ||
As of March 31, 2007 | 3,685,000 shares | |||
b. Number of treasury stock |
As of March 31, 2008 | - shares | ||
As of March 31, 2007 | - shares |
- 1 -
(Mizuho Securities)
(Note) Summary of nonconsolidated business performance
1. | Business performance for the year ended March 31, 2008 (April 1, 2007 through March 31, 2008) |
(1) | Nonconsolidated operating results |
Operating revenues | Net operating revenues | Operating profit | Ordinary profit | |||||||||||||||||||
mil. yen | % | mil. yen | % | mil. yen | % | mil. yen | % | |||||||||||||||
Year ended March 31, 2008 |
93,916 | (-30.9 | ) | 49,716 | (-56.9 | ) | (30,252 | ) | ( | ) | (25,633 | ) | ( | ) | ||||||||
Year ended March 31, 2007 |
135,932 | (-2.1 | ) | 115,300 | (-9.5 | ) | 43,529 | (-29.1 | ) | 45,267 | (-27.9 | ) |
Net profit | Net profit per share | Diluted net profit per share | |||||||||
mil. yen | % | yen | yen | ||||||||
Year ended March 31, 2008 |
(437,860 | ) | ( | ) | (100,935.91 | ) | . | ||||
Year ended March 31, 2007 |
27,835 | (104.5 | ) | 7,553.61 | . |
(2) | Nonconsolidated financial position |
Total assets | Net assets | Equity ratio | Net assets per share | Capital adequacy ratio | ||||||
mil. yen | mil. yen | % | yen | % | ||||||
As of March 31, 2008 |
12,695,032 | 326,151 | 2.6 | 48,788.55 | 266.9 | |||||
As of March 31, 2007 |
10,536,114 | 403,626 | 3.8 | 109,532.18 | 263.1 |
(Note) Net Assets |
As of March 31, 2008: | 326,151 mil. yen | As of March 31, 2007: | 403,626 mil. yen |
- 2 -
(Mizuho Securities)
[Overview of group structure]
The core business areas of the Company and its group are securities and investment banking business, such as debt and equity securities, M&A, structured finance. The Company serves its customer base which includes corporate clients, financial institutions and public sector organizations, by offering high-quality, value-added financial products and services which meet wide variety of customers needs.
The Company has presence in major financial centers in the UK, Switzerland, the United States and Hong Kong through its subsidiaries, which enables the Company to provide globally its services and products such as equities and underwriting.
The major companies in the Companys group are as follows:
Name of Companies |
Location |
Capital | Major Operations |
Ownership Percentage |
|||||
(Parent Companies) | |||||||||
Mizuho Financial Group, Inc. | Chiyoda-ku, Tokyo |
mil. Yen 1,540,965 |
Financial holding company | | |||||
Mizuho Corporate Bank, Ltd. | Chiyoda-ku, Tokyo |
mil. Yen 1,070,965 |
Commercial banking | | |||||
(Consolidated Subsidiaries) | |||||||||
Mizuho Securities Asia Limited | Hong Kong, Peoples Republic of China |
mil. HK$ 330 |
Securities | 100.00 | % | ||||
Japan Investor Relations and Investor Support, Inc. | Chiyoda-ku, Tokyo |
mil. Yen 100 |
Consulting services and information providing services |
97.00 | % | ||||
The Bridgeford Group, Inc. | New York, USA |
US$ 1,000,000 |
M&A business | 100.00 | % | ||||
Mizuho Bank (Switzerland) Ltd | Zurich, Switzerland |
mil. SFR 53 |
Commercial banking and fiduciary services | 100.00 | % | ||||
Mizuho International plc | London, UK |
mil. £ 2,314 |
Securities and commercial banking | 100.00 | % | ||||
Mizuho Securities USA Inc. | New York, USA |
US$ 231,300 |
Securities | 100.00 | % | ||||
Basic Capital Management, Limited | Chiyoda-ku, Tokyo |
mil. Yen 100 |
Financial services | 100.00 | % | ||||
Mizuho Investment Consulting (Shanghai) Co., Ltd. | Shanghai, Peoples Republic of China |
mil. CNY 10 |
Consulting services | 100.00 | % | ||||
Industrial Decisions, Inc. | Shinagawa-ku, Tokyo |
mil. Yen 40 |
Consulting services | 50.00 | % | ||||
Mizuho Securities Shinko Principal Investment Co., Ltd. | Cyuo-ku, Tokyo |
mil. Yen 1,000 |
Investment services | 90.00 | % | ||||
(Affiliates) | |||||||||
Mobile Internet Capital Inc. | Minato-ku, Tokyo |
mil. Yen 100 |
Venture capital | 30.00 | % | ||||
Japan Industrial Partners Inc. | Chiyoda-ku, Tokyo |
mil. Yen 100 |
Financial services | 25.00 | % | ||||
Energy & Environment Investment, Inc. | Shinagawa-ku, Tokyo |
mil. Yen 100 |
Financial services | 50.00 | % |
(Note) |
a. | Mizuho Investment Consulting (Shanghai) Co., Ltd. was founded in April 2007 as a 100% subsidiary of the Company. |
b. | Energy & Environment Investment, Inc. (formerly Japan Energy Investment, Inc.) changed its name in July 2007, and the Companys holding increased from 35% to 50% following further investment. |
c. | Industrial Decisions, Inc. is fully consolidated from December 2007 as it came within effective control of the Company. |
d. | Mizuho Securities Shinko Principal Investment Co., Ltd. became a subsidiary of the Company with the subscription of new share issue in January 2008. |
e. | Holding in Japan Industrial Partners Inc. is decreased from 33.75% to 25.00% following partial divestment in March 2008. |
- 3 -
(Mizuho Securities)
Consolidated Balance Sheets
(As of March 31, 2008)
(Unit: Millions of yen) | |||||||||
Descriptions |
As of March 31, 2007 |
As of March 31, 2008 |
Change | ||||||
Assets |
|||||||||
Current assets |
20,909,417 | 21,038,371 | 128,953 | ||||||
Cash and deposits |
90,872 | 148,286 | 57,414 | ||||||
Cash segregated as deposits |
18,198 | 16,915 | (1,283 | ) | |||||
Securities |
16,323 | 7,967 | (8,355 | ) | |||||
Trading assets |
6,846,573 | 8,531,592 | 1,685,019 | ||||||
Trading securities and others |
6,631,179 | 7,850,567 | 1,219,387 | ||||||
Operating loan assets |
8,421 | 40,279 | 31,857 | ||||||
Derivatives transactions |
206,971 | 640,746 | 433,775 | ||||||
Operating investment securities |
50,317 | 74,157 | 23,839 | ||||||
Operating loan receivables |
500 | 2,012 | 1,512 | ||||||
Margin transaction assets |
2,699 | 4,177 | 1,478 | ||||||
Loans secured by securities |
13,721,584 | 11,423,819 | (2,297,764 | ) | |||||
Payments for subscription |
329 | 820 | 491 | ||||||
Guarantee deposits |
65,823 | 274,601 | 208,777 | ||||||
Securities: fail to deliver |
2,053 | 413,407 | 411,354 | ||||||
Variation margin paid |
11,574 | 58,051 | 46,476 | ||||||
Short-term loans receivable |
2,421 | 2,076 | (345 | ) | |||||
Accrued income |
58,262 | 48,807 | (9,455 | ) | |||||
Short-term deferred tax assets |
4,001 | 11,900 | 7,898 | ||||||
Others |
17,898 | 19,830 | 1,931 | ||||||
Allowance for doubtful accounts |
(17 | ) | (55 | ) | (37 | ) | |||
Fixed assets |
125,968 | 83,882 | (42,085 | ) | |||||
Tangible fixed assets |
11,050 | 14,822 | 3,772 | ||||||
Buildings |
5,302 | 5,762 | 459 | ||||||
Furniture and fixtures |
5,747 | 9,060 | 3,312 | ||||||
Intangible fixed assets |
10,118 | 14,223 | 4,105 | ||||||
Goodwill |
60 | | (60 | ) | |||||
Software |
9,997 | 14,163 | 4,165 | ||||||
Others |
60 | 60 | 0 | ||||||
Investments |
104,799 | 54,836 | (49,963 | ) | |||||
Investment securities |
94,459 | 22,664 | (71,795 | ) | |||||
Other equity investments |
781 | 591 | (190 | ) | |||||
Long-term guarantee deposits |
3,795 | 6,441 | 2,645 | ||||||
Long-term prepaid expenses |
5 | 1,397 | 1,391 | ||||||
Long-term deferred tax assets |
4,496 | 20,472 | 15,975 | ||||||
Others |
1,261 | 3,269 | 2,008 | ||||||
Total assets |
21,035,385 | 21,122,253 | 86,867 | ||||||
- 4 -
(Mizuho Securities)
(Unit: Millions of yen) | ||||||||
Descriptions |
As of March 31, 2007 |
As of March 31, 2008 |
Change | |||||
Liabilities |
||||||||
Current liabilities |
19,743,475 | 19,713,733 | (29,742 | ) | ||||
Trading liabilities |
5,799,324 | 4,845,986 | (953,337 | ) | ||||
Trading securities and others |
5,568,115 | 4,034,648 | (1,533,466 | ) | ||||
Derivative transactions |
231,208 | 811,338 | 580,129 | |||||
Payableunsettled trades |
245,731 | 206,352 | (39,379 | ) | ||||
Margin transaction liabilities |
8,563 | 7,771 | (791 | ) | ||||
Borrowings secured by securities |
11,144,962 | 10,697,060 | (447,902 | ) | ||||
Deposits received |
27,416 | 20,525 | (6,891 | ) | ||||
Cash collateral received from customers |
76,200 | 202,727 | 126,526 | |||||
Securities: fails to receive |
2,518 | 436,170 | 433,652 | |||||
Short-term borrowings |
1,926,542 | 2,830,083 | 903,541 | |||||
Commercial paper |
390,200 | 287,900 | (102,300 | ) | ||||
Short-term bonds and notes |
24,893 | 104,472 | 79,578 | |||||
Accrued expenses |
65,168 | 46,783 | (18,385 | ) | ||||
Income taxes payable |
693 | 1,128 | 434 | |||||
Reserve for bonuses |
21,655 | 21,345 | (310 | ) | ||||
Short-term deferred tax liabilities |
24 | 6 | (18 | ) | ||||
Others |
9,579 | 5,420 | (4,159 | ) | ||||
Fixed liabilities |
850,624 | 1,075,460 | 224,836 | |||||
Bonds and notes |
522,005 | 597,701 | 75,695 | |||||
Long-term borrowings |
320,194 | 469,287 | 149,093 | |||||
Deferred tax liabilities |
475 | 641 | 165 | |||||
Reserve for retirement benefits |
7,473 | 7,315 | (157 | ) | ||||
Reserve for retirement benefits for directors, operating officers and corporate auditors |
451 | 468 | 16 | |||||
Others |
23 | 46 | 22 | |||||
Statutory reserves |
2,027 | 2,027 | | |||||
Securities transaction liability reserve |
1,922 | 1,922 | | |||||
Futures transaction liability reserve |
104 | 104 | | |||||
Total liabilities |
20,596,128 | 20,791,222 | 195,094 | |||||
Net Assets |
||||||||
Shareholders equity |
392,833 | 360,796 | (32,037 | ) | ||||
Common stock |
195,146 | 395,146 | 200,000 | |||||
Capital surplus |
125,288 | 325,288 | 200,000 | |||||
Retained earnings |
72,399 | (359,638 | ) | (432,037 | ) | |||
Revaluation / translation difference |
46,416 | (30,303 | ) | (76,719 | ) | |||
Unrealized gains (or losses) on other securities, net of taxes |
29,579 | 1,185 | (28,393 | ) | ||||
Foreign currency translation adjustments |
16,837 | (31,489 | ) | (48,326 | ) | |||
Minority interests |
7 | 538 | 531 | |||||
Total net assets |
439,257 | 331,031 | (108,226 | ) | ||||
Total liabilities, minority interests and net assets |
21,035,385 | 21,122,253 | 86,867 | |||||
- 5 -
(Mizuho Securities)
Consolidated Statements of Operations
(for the year ended March 31, 2008)
(Unit: Millions of yen) | |||||||||
Descriptions |
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period to period comparison (%) |
||||||
Operating Revenues |
647,292 | 223,677 | 34.6 | % | |||||
Commission |
77,905 | 75,241 | 96.6 | % | |||||
Trading profits (losses) |
63,245 | (413,259 | ) | | |||||
Net gains (losses) on operating investment securities |
(414 | ) | 3,388 | | |||||
Interest and dividend income |
506,555 | 558,306 | 110.2 | % | |||||
Interest expense |
481,798 | 520,244 | 108.0 | % | |||||
Net operating revenues (losses) |
165,494 | (296,567 | ) | | |||||
Selling, general and administrative expenses |
119,649 | 133,725 | 111.8 | % | |||||
Commissions and other transaction-related expenses |
26,786 | 27,573 | 102.9 | % | |||||
Compensation and benefits |
61,103 | 64,798 | 106.0 | % | |||||
Occupancy |
13,298 | 17,781 | 133.7 | % | |||||
Data processing and office supplies |
6,673 | 7,877 | 118.0 | % | |||||
Depreciation |
6,301 | 7,671 | 121.7 | % | |||||
Amortization of goodwill |
739 | 52 | 7.1 | % | |||||
Taxes and dues other than income taxes |
1,619 | 2,094 | 129.4 | % | |||||
Others |
3,126 | 5,877 | 188.0 | % | |||||
Operating profits (losses) |
45,845 | (430,293 | ) | | |||||
Non-operating revenues |
3,937 | 3,026 | 76.9 | % | |||||
Equity in profit of affiliated companies |
113 | 390 | 346.0 | % | |||||
Others |
3,824 | 2,635 | 68.9 | % | |||||
Non-operating expenses |
3,467 | 6,406 | 184.8 | % | |||||
Ordinary profits (losses) |
46,315 | (433,672 | ) | | |||||
Non-ordinary profits |
769 | 19,881 | | ||||||
Non-ordinary losses |
831 | 13,160 | | ||||||
Profits (losses) before income taxes and minority interests in net profits (losses) |
46,253 | (426,951 | ) | | |||||
Income taxescurrent |
14,108 | 4,800 | 34.0 | % | |||||
Income taxesdeferred |
5,193 | (13,043 | ) | | |||||
Minority interests in net profits (losses) |
1 | (38 | ) | | |||||
Net profits (losses) |
26,951 | (418,669 | ) | | |||||
- 6 -
(Mizuho Securities)
Consolidated Statements of Changes in Net Assets
(for the year ended March 31, 2007)
(Unit: Millions of yen) | ||||||||||
Shareholders equity | ||||||||||
Common stock | Capital surplus | Retained earnings | Total shareholders equity |
|||||||
Beginning balance as of March 31, 2006 |
195,146 | 125,288 | 52,081 | 372,515 | ||||||
Change in this period |
||||||||||
Dividend paid |
| | (6,633 | ) | (6,633 | ) | ||||
Net profit of this period |
| | 26,951 | 26,951 | ||||||
Net change in items other than shareholders equity |
| | | | ||||||
Total change in this period |
| | 20,318 | 20,318 | ||||||
Ending balance as of March 31, 2007 |
195,146 | 125,288 | 72,399 | 392,833 | ||||||
Revaluation and translation difference | Minority Interests |
Total net assets |
||||||||||
Net unrealized gains (or losses) on other securities, net of taxes |
Translation differences |
Total revaluation / translation difference |
||||||||||
Beginning balance as of March 31, 2006 |
35,471 | 5,677 | 41,148 | 6 | 413,670 | |||||||
Change in this period |
||||||||||||
Dividend paid |
| | | | (6,633 | ) | ||||||
Net profit of this period |
| | | | 26,951 | |||||||
Net change in items other than shareholders equity |
(5,891 | ) | 11,159 | 5,267 | 1 | 5,268 | ||||||
Total change in this period |
(5,891 | ) | 11,159 | 5,267 | 1 | 25,586 | ||||||
Ending balance as of March 31, 2007 |
29,579 | 16,837 | 46,416 | 7 | 439,257 | |||||||
- 7 -
(Mizuho Securities)
Consolidated Statements of Changes in Net Assets
(for the year ended March 31, 2008)
(Unit: Millions of yen)
|
||||||||||
Shareholders equity | ||||||||||
Common stock | Capital surplus | Retained earnings | Total shareholders equity |
|||||||
Beginning balance as of March 31, 2007 |
195,146 | 125,288 | 72,399 | 392,833 | ||||||
Increase due to change in accounting policies in foreign subsidiaries |
| | 634 | 634 | ||||||
Change in this period |
||||||||||
New shares issued |
200,000 | 200,000 | | 400,000 | ||||||
Dividend paid |
| | (14,003 | ) | (14,003 | ) | ||||
Net losses of the period |
| | (418,669 | ) | (418,669 | ) | ||||
Net change in items other than shareholders equity |
| | | | ||||||
Total change in this period |
200,000 | 200,000 | (432,672 | ) | (32,672 | ) | ||||
Ending balance as of March 31, 2008 |
395,146 | 325,288 | (359,638 | ) | 360,796 | |||||
Revaluation and translation difference | Minority Interests |
Total net assets |
||||||||||||
Net unrealized gains (or losses) on other securities, net of taxes |
Translation differences |
Total revaluation / translation difference |
||||||||||||
Beginning balance as of March 31, 2007 |
29,579 | 16,837 | 46,416 | 7 | 439,257 | |||||||||
Increase due to change in accounting policies in foreign subsidiaries |
| | | | 634 | |||||||||
Change in this period |
||||||||||||||
New shares issued |
| | | | 400,000 | |||||||||
Dividend paid |
| | | | (14,003 | ) | ||||||||
Net losses of the period |
| | | | (418,669 | ) | ||||||||
Net change in items other than shareholders equity |
(28,393 | ) | (48,326 | ) | (76,719 | ) | 531 | (76,188 | ) | |||||
Total change in this period |
(28,393 | ) | (48,326 | ) | (76,719 | ) | 531 | (108,861 | ) | |||||
Ending balance as of March 31, 2008 |
1,185 | (31,489 | ) | (30,303 | ) | 538 | 331,031 | |||||||
- 8 -
(Mizuho Securities)
Note to consolidated financial statements
The Companys consolidated financial statements are prepared in accordance with the Regulations of Consolidated Financial Statements (Ministry of Finance (MoF) Ordinance No.28, 1976) (the Regulations), as well as with the Cabinet Office Ordinance Concerning Financial Instruments Business (Cabinet Office Ordinance No.52, 2007), Uniform Accounting Standards of Securities Companies (approved by the board of directors of Japan Securities Dealers Association, November 14, 1974), and the Cabinet Office Ordinance Concerning Financial Accounting and Reporting for Special Finance Company (Prime Ministers Office and MoF Ordinance No. 32, 1999), subject to the provisions of Article 46 and Article 68 of the Regulations.
Basis of consolidated financial statements
1. | Scope of consolidation |
Consolidated subsidiaries: 22 companies
Name of major subsidiaries
Mizuho Securities Asia Limited
Japan Investor Relations and Investor Support, Inc.
The Bridgeford Group, Inc.
Mizuho Bank (Switzerland) Ltd
Mizuho International plc
Mizuho Securities USA Inc.
Basic Capital Management, Limited
Mizuho Investment Consulting (Shanghai) Co., Ltd.
Industrial Decisions, Inc.
Mizuho Securities Shinko Principal Investment Co., Ltd.
(note) |
Mizuho Investment Consulting (Shanghai) Co., Ltd., Greater China Investments GP (Cayman) Ltd. and Greater China PE Fund L.P. were newly founded as subsidiaries of the Company in this period. Due to application of Practical Issue Task Force No.18, Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements (Accounting Standards Board of Japan, May 17, 2006) and for other reasons, 6 special purpose companies owned by Mizuho International plc are treated as consolidated subsidiaries from this period.
Industrial Decisions, Inc. is fully consolidated as it came under effective control of the Company. With Mizuho Securities Shinko Principal Investment Co., Ltd. becoming a subsidiary following the new share subscription by of the Company, an investment limited partnership of which Mizuho Securities Shinko Principal Investment Co., Ltd. is a general partner, is now also within the scope of consolidation. | |||
2. | Application of equity method |
Affiliates accounted for under equity method: 8 companies
Name of major affiliates
Mobile Internet Capital Inc.
Japan Industrial Partners Inc.
Energy & Environment Investment, Inc.
(note) |
a. |
Mizuho Alternative Investments, LLC and Energy & Environment First Investment Limited Partnership which were founded in this period, are accounted for under equity method. | ||
b. | Holdings in Polaris Principal Finance Co., Ltd. which was previously accounted for under equity method, was divested and excluded from consolidation from this period. As a result, an investment limited partnership whose general partner was Polaris Principal Finance Co., Ltd. was also excluded from consolidation from this period. | |||
c. | Industrial Decisions, Inc. is fully consolidated now, and is no longer accounted for under equity method. | |||
d. | Max Investment Advisory Co., Ltd. is liquidated and is excluded from the scope of the consolidation. |
3. | Year ends of subsidiaries |
Our subsidiaries have coterminous March 31 year end with the Company, except for Mizuho Investment Consulting (Shanghai) Co., Ltd. and other four subsidiaries, who have December 31 year end. Except for one company, December 31 financial statements are used for these subsidiaries with non-conterminous year end, with necessary adjustments made for the effect of significant transactions or events, if any, that occurred between the reporting date of the subsidiaries and that of the Company.
4. | Accounting policies |
(1) | Valuation of trading account securities and derivatives |
The Company and its subsidiaries, through its trading activities, intend to contribute to the market for their liquidity and price discovery process.
The Company holds trading positions for the purpose of : 1) responding to counterparties needs to invest or hedge risk, and 2) gaining profit or mitigating loss due to fluctuations of market prices and differences of prices in various markets.
Securities, derivative transactions, and assets or liabilities in trading account are recorded at fair value.
(2) | Valuation of non-trading securities |
Non-trading securities are valued as follows:
A. | Other securities with market value |
Recorded at market value. Difference between the cost, using the moving average method, and market value is recorded as net unrealized gains (or losses) on other securities, net of taxes in net assets on the balance sheet. |
B. | Other securities without market value |
Recorded at cost using moving average method. |
C. | Investment in Investment Associations (Treated as securities by Article 2(2) of Securities and Exchange Law) Initially recorded at cost and subsequently adjusted to reflect the Companys share of the net profit or loss of the partnership based on the latest financial reports available. |
- 9 -
(Mizuho Securities)
(3) | Depreciation method of significant assets |
A. | Tangible fixed assets |
The Company and its domestic subsidiaries apply the declining-balance method except for buildings (excluding leasehold improvement) acquired after March 31, 1998, for which the straight-line method is used.
Overseas subsidiaries mainly apply the straight-line method.
B. | Intangible fixed assets |
The straight-line method is primarily applied.
The amortization period of software for internal use (5-10 years) is determined based on estimated internal useful lives.
(4) | Deferred assets |
Bond issuance cost and stock issuance cost are charged to income when incurred.
(5) | Accounting policies for reserves |
A. | Allowance for doubtful accounts |
The Company provides the allowance for possible losses on doubtful accounts. For performing assets, allowance is calculated based on the past loss experience. For non-performing assets, it is based on the managements assessment of recoverability of the assets, and amount expected to be non-recoverable is provided for.
B. | Reserve for bonuses |
Reserve is provided for bonus payments to employees and corporate officers at the amount accrued at the end of the period, based on the estimated future payments and service periods.
C. | Reserve for retirement benefits |
Reserve for retirement benefits is provided for future retirement benefits to employees and corporate officers based on actuarial retirement benefits and plan assets at end of year.
Prior service cost is charged to income in the period which the cost is recognized.
Net actuarial gains or losses are recognized as income or expenses from the following fiscal year under the straight-line method over a certain term within the average remaining service period of the current employees.
D. | Reserve for retirement benefits for directors, operating officers and corporate auditors |
Reserve for retirement benefits for directors, operating officers and corporate auditors is provided for future retirement benefits for them at the amount accrued at the end of the period, based on prescribed calculation method.
(6) | Accounting for lease transactions |
Financing leases other than those for which the ownership of the leased property transfers to the lessee are mainly accounted for as ordinary rental transactions.
(7) | Accounting for hedging transactions |
Certain forward foreign exchange transactions are entered into to hedge currency risk of investments in overseas subsidiaries. Gains and losses from such transactions are deferred to the extent that such hedge is effective, and are shown under Foreign currency translation adjustments in Net assets.
Borrowings in foreign currency entered into to hedge exchange risk of foreign currency denominated operating investment securities are accounted for under fair value hedge accounting.
Interest rate swaps to hedge interest rate rise of borrowings are, when they qualify for exceptional treatment, accounted for under exceptional method as permitted under Japanese GAAP.
(8) | Other significant accounting policies |
Consumption taxes
Transactions subject to consumption taxes are recorded at amounts exclusive of consumption taxes.
5. | Valuation of assets and liabilities of subsidiaries acquired |
All assets and liabilities consolidated subsidiaries are valued at fair value and included in the consolidated financial statements when acquired.
- 10 -
(Mizuho Securities)
Change in the basis of consolidated financial statements
1. | Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries |
The Company applied from this period Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements (PITF No.18, Accounting Standards Board of Japan, May 17, 2006), which is applicable to the fiscal period commencing on or after April 1, 2008, but early adoption is allowed. The effect on the consolidated financial statements is immaterial.
2. | Application of new depreciation method |
The company and its subsidiaries in Japan changed its depreciation method for assets acquired on or after April 1, 2007 to comply with Tax Reform Act 2007 and The treatment of depreciation for audit purpose at the present stage (JICPA Audit and Assurance Practice Committee Report No.81, April 25, 2007). The effect on the consolidated financial statements is immaterial.
Note to consolidated statement of change in net assets
Previous fiscal year (for the year ended March 31, 2007)
1. | Number of shares outstanding |
(unit: shares) | ||||||||
As of March 31, 2006 |
Increase | Decrease | As of March 31, 2007 | |||||
Common stock |
3,685,000 | | | 3,685,000 |
2. | Treasury stock |
The Company has no treasury stock at the end of the period.
3. | Dividends |
(1) | Dividend paid |
Resolution |
Type of shares |
Amount of dividend | Dividend per share | Record date | Effective date | |||||
General shareholders meeting on June 26, 2006 |
Common stock | 6,633 million yen | 1,800 yen | March 31, 2006 | June 27, 2006 |
(2) | Dividend to be paid in the following year |
Type of shares |
Amount of dividend | Resource of dividend | Dividend per share | Record date | Effective date | |||||
Common stock |
14,003 million yen | Retained Earnings | 3,800 yen | March 31, 2007 | June 26, 2007 |
This fiscal year (for the year ended March 31, 2008)
1. | Number of shares outstanding |
(unit: shares) | ||||||||
As of March 31, 2007 |
Increase | Decrease | As of March 31, 2008 | |||||
Common stock |
3,685,000 | 3,000,000 | | 6,685,000 |
(note)
Increase in the period is to Mizuho Corporate Bank, Ltd new share issuance through a third-party allocation.
2. | Treasury stock |
The Company has no treasury stock at the end of the period.
3. | Dividends |
(1) | Dividend paid |
Resolution |
Type of shares | Amount of dividend | Dividend per share | Record date | Effective date | |||||
General shareholders meeting on June 25, 2007 |
Common stock | 14,003 million yen | 3,800 yen | March 31, 2007 | June 26, 2007 |
(2) | Dividend to be paid in the following year |
There are no applicable items
- 11 -
(Mizuho Securities)
Consolidated Financial Data
(for the year ended March 31, 2008)
1. | Commission Income |
(1) | Breakdown by categories |
(Unit: Millions of yen) | |||||||||
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period-to-period comparison (%) |
|||||||
Brokerage commission |
23,788 | 20,039 | 84.2 | % | |||||
(Stocks) |
(16,813 | ) | (13,326 | ) | (79.3 | %) | |||
(Bonds) |
(6,964 | ) | (6,701 | ) | (96.2 | %) | |||
Underwriting and selling commissions |
24,831 | 16,345 | 65.8 | % | |||||
(Stocks) |
(16,123 | ) | (4,790 | ) | (29.7 | %) | |||
(Bonds) |
(8,321 | ) | (10,651 | ) | (128.0 | %) | |||
Subscription and distribution commissions |
1,355 | 2,134 | 157.4 | % | |||||
(Stocks) |
(1 | ) | (855 | ) | ( | ) | |||
(Bonds) |
(552 | ) | (371 | ) | (67.3 | %) | |||
(Investment trusts) |
(382 | ) | (500 | ) | (130.8 | %) | |||
Other commissions received |
27,929 | 36,722 | 131.5 | % | |||||
Total |
77,905 | 75,241 | 96.6 | % | |||||
(2) | Breakdown by products |
(Unit: Millions of yen) | |||||||
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period-to-period comparison (%) |
|||||
Stocks |
33,526 | 19,591 | 58.4 | % | |||
Bonds |
18,839 | 20,197 | 107.2 | % | |||
Investment trusts |
3,689 | 4,959 | 134.4 | % | |||
Others |
21,849 | 30,492 | 139.6 | % | |||
Total |
77,905 | 75,241 | 96.6 | % | |||
2. | Trading profit / loss |
(Unit: Millions of yen) | |||||||
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period-to-period comparison (%) | |||||
Stocks |
20,510 | (16,077 | ) | | |||
Bonds, Foreign exchange and Others |
42,734 | (397,182 | ) | | |||
Total |
63,245 | (413,259 | ) | | |||
- 12 -
(Mizuho Securities)
(Reference Data)
Quarterly Trends in Consolidated Statements of Operations
(Unit: Millions of yen) | ||||||||||||||
Description |
Three months ended Mar. 31, 2007 |
Three months ended Jun. 30, 2007 |
Three months ended Sep. 30, 2007 |
Three months ended Dec. 31, 2007 |
Three months ended Mar. 31, 2008 |
|||||||||
Operating Revenues |
183,620 | 207,687 | 135,114 | 4,465 | (123,590 | ) | ||||||||
Commissions |
20,640 | 17,200 | 17,827 | 16,108 | 24,105 | |||||||||
Trading profits (losses) |
16,168 | 27,434 | (43,427 | ) | (174,992 | ) | (222,274 | ) | ||||||
Net gains (losses) on operating investment securities |
(161 | ) | 776 | 3,258 | (887 | ) | 241 | |||||||
Interest and dividend income |
146,973 | 162,276 | 157,455 | 164,237 | 74,337 | |||||||||
Interest Income |
139,115 | 157,629 | 148,913 | 156,265 | 57,436 | |||||||||
Net operating revenues (losses) |
44,505 | 50,058 | (13,799 | ) | (151,799 | ) | (181,026 | ) | ||||||
Selling, general and administrative expenses |
32,721 | 35,336 | 33,447 | 34,315 | 30,626 | |||||||||
Commissions and other transaction-related expenses |
7,223 | 7,279 | 8,174 | 4,908 | 7,209 | |||||||||
Compensation and benefits |
16,908 | 17,602 | 16,847 | 18,944 | 11,404 | |||||||||
Occupancy |
3,892 | 4,412 | 4,133 | 4,626 | 4,609 | |||||||||
Data processing and office supplies |
2,097 | 2,484 | 1,495 | 1,843 | 2,054 | |||||||||
Depreciation |
1,680 | 1,714 | 1,737 | 2,159 | 2,059 | |||||||||
Amortization of goodwill |
15 | 15 | 15 | 15 | 7 | |||||||||
Taxes and dues other than income taxes |
462 | 495 | 367 | 507 | 725 | |||||||||
Others |
442 | 1,332 | 676 | 1,311 | 2,557 | |||||||||
Operating Profits (losses) |
11,783 | 14,721 | (47,246 | ) | (186,115 | ) | (211,652 | ) | ||||||
Non-operating Revenues |
1,961 | 825 | 847 | 625 | 729 | |||||||||
Equity in profit of affiliated companies |
9 | 28 | 358 | 185 | (181 | ) | ||||||||
Others |
1,951 | 797 | 488 | 439 | 910 | |||||||||
Non-operating expenses |
1,334 | 1,116 | 1,456 | 1,781 | 2,051 | |||||||||
Ordinary Profits (losses) |
12,410 | 14,430 | (47,856 | ) | (187,272 | ) | (212,974 | ) | ||||||
Non-ordinary profits |
284 | 777 | 935 | 18,358 | (190 | ) | ||||||||
Non-ordinary losses |
368 | 305 | 5,914 | 771 | 6,169 | |||||||||
Profits (losses) before income taxes and minority interests in net profits (losses) |
12,326 | 14,902 | (52,834 | ) | (169,685 | ) | (219,334 | ) | ||||||
Income taxescurrent |
6,172 | 7,946 | (5,864 | ) | 1,502 | 1,215 | ||||||||
Income taxesdeferred |
(2,054 | ) | 828 | (13,782 | ) | (1,543 | ) | 1,453 | ||||||
Minority interests in net profits (losses) |
0 | 1 | (0 | ) | 3 | (43 | ) | |||||||
Net profits (losses) |
8,208 | 6,125 | (33,186 | ) | (169,647 | ) | (221,960 | ) | ||||||
- 13 -
(Mizuho Securities)
Nonconsolidated Balance Sheets
(As of March 31, 2008)
(Unit: Millions of yen) | |||||||||
Descriptions |
As of March 31, 2007 |
As of March 31, 2008 |
Change | ||||||
Assets |
|||||||||
Current assets |
10,278,106 | 12,476,240 | 2,198,134 | ||||||
Cash and deposits |
38,665 | 39,462 | 796 | ||||||
Cash segregated as deposits |
18,198 | 16,915 | (1,283 | ) | |||||
Trading assets |
5,671,001 | 7,543,860 | 1,872,859 | ||||||
Trading securities and others |
5,485,135 | 7,002,202 | 1,517,066 | ||||||
Loan assets |
8,421 | 40,279 | 31,857 | ||||||
Derivative transactions |
177,443 | 501,379 | 323,935 | ||||||
Operating investment securities |
40,091 | 33,433 | (6,657 | ) | |||||
Operating loan receivables |
500 | 2,012 | 1,512 | ||||||
Margin transaction assets |
870 | 1,974 | 1,103 | ||||||
Loans secured by securities |
4,422,012 | 4,657,424 | 235,412 | ||||||
Payments for subscription |
329 | 820 | 491 | ||||||
Guarantee deposits |
54,738 | 99,606 | 44,868 | ||||||
Securities: fail to deliver |
991 | | (991 | ) | |||||
Variation margin paid |
2,674 | 8,644 | 5,969 | ||||||
Short-term loans |
| 27,915 | 27,915 | ||||||
Accrued income |
19,976 | 22,460 | 2,483 | ||||||
Tax refundable |
1,704 | 5,949 | 4,245 | ||||||
Short-term deferred tax assets |
3,951 | 11,497 | 7,545 | ||||||
Others |
2,405 | 4,267 | 1,861 | ||||||
Allowance for doubtful accounts |
(5 | ) | (4 | ) | 1 | ||||
Fixed assets |
258,008 | 218,791 | (39,217 | ) | |||||
Tangible fixed assets |
6,182 | 10,435 | 4,252 | ||||||
Buildings |
2,724 | 2,846 | 122 | ||||||
Furniture and fixtures |
3,458 | 7,588 | 4,130 | ||||||
Intangible fixed assets |
8,314 | 12,370 | 4,055 | ||||||
Goodwill |
60 | | (60 | ) | |||||
Software |
8,202 | 12,320 | 4,117 | ||||||
Others |
52 | 49 | (2 | ) | |||||
Investments and other assets |
243,510 | 195,986 | (47,524 | ) | |||||
Investment securities |
72,042 | 7,260 | (64,782 | ) | |||||
Investment in affiliates |
132,035 | 148,781 | 16,746 | ||||||
Long-term loan to affiliates |
23,000 | 8,970 | (14,030 | ) | |||||
Long-term guarantee deposits |
3,660 | 6,197 | 2,536 | ||||||
Long-term prepaid expenses |
5 | 1,397 | 1,391 | ||||||
Long-term deferred tax assets |
11,544 | 22,018 | 10,473 | ||||||
Others |
1,221 | 1,361 | 140 | ||||||
Allowance for doubtful accounts |
| (0 | ) | (0 | ) | ||||
Total assets |
10,536,114 | 12,695,032 | 2,158,917 | ||||||
- 14 -
(Mizuho Securities)
(Unit: Millions of yen) | |||||||||
Descriptions |
As of March 31, 2007 |
As of March 31, 2008 |
Change | ||||||
Liabilities |
|||||||||
Current liabilities |
9,513,310 | 11,561,216 | 2,047,905 | ||||||
Trading liabilities |
4,328,457 | 4,155,816 | (172,641 | ) | |||||
Trading securities and others |
4,139,223 | 3,655,375 | (483,848 | ) | |||||
Derivative transactions |
189,233 | 500,440 | 311,206 | ||||||
Payableunsettled trades |
132,845 | 197,253 | 64,407 | ||||||
Margin transaction liabilities |
8,716 | 7,771 | (944 | ) | |||||
Borrowings secured by securities |
2,834,477 | 4,118,380 | 1,283,903 | ||||||
Deposits received |
18,689 | 14,974 | (3,715 | ) | |||||
Cash collateral received from customers |
9,247 | 34,789 | 25,541 | ||||||
Securities: fails to receive |
989 | 6 | (983 | ) | |||||
Short-term borrowings |
1,754,276 | 2,658,236 | 903,960 | ||||||
Commercial paper |
390,200 | 287,900 | (102,300 | ) | |||||
Short-term bonds and notes |
11,200 | 65,700 | 54,500 | ||||||
Advance receipt |
765 | 11 | (753 | ) | |||||
Accrued expenses |
16,069 | 16,698 | 629 | ||||||
Reserve for bonuses |
6,682 | 3,243 | (3,438 | ) | |||||
Others |
694 | 433 | (261 | ) | |||||
Fixed liabilities |
617,149 | 805,636 | 188,486 | ||||||
Bonds and notes |
302,800 | 331,100 | 28,300 | ||||||
Long-term borrowings |
190,560 | 244,878 | 54,318 | ||||||
Long-term borrowings from affiliates |
116,400 | 222,000 | 105,600 | ||||||
Reserve for retirement benefits |
6,938 | 7,189 | 251 | ||||||
Reserve for retirement benefits for directors, operating officers and corporate auditors |
451 | 468 | 16 | ||||||
Statutory reserves |
2,027 | 2,027 | | ||||||
Securities transaction liability reserve |
1,922 | 1,922 | | ||||||
Futures transaction liability reserves |
104 | 104 | | ||||||
Total liabilities |
10,132,488 | 12,368,880 | 2,236,391 | ||||||
Net assets |
|||||||||
Shareholders equity |
377,605 | 325,742 | (51,863 | ) | |||||
Common stock |
195,146 | 395,146 | 200,000 | ||||||
Capital surplus |
125,288 | 325,288 | 200,000 | ||||||
Additional paid-in capital |
125,288 | 325,288 | 200,000 | ||||||
Retained earnings |
57,171 | (394,692 | ) | (451,863 | ) | ||||
Legal earned reserve |
870 | 870 | | ||||||
Voluntary reserve |
56,300 | (395,562 | ) | (451,863 | ) | ||||
Reserve for special depreciation |
12 | | (12 | ) | |||||
Other reserve |
1,500 | 1,500 | | ||||||
Unappropriated retained earnings |
54,788 | (397,062 | ) | (451,851 | ) | ||||
Revaluation/translation difference |
26,020 | 409 | (25,611 | ) | |||||
Net unrealized gains (or losses) on other securities, net of taxes |
29,174 | 409 | (28,765 | ) | |||||
Net deferred hedge losses (or gains), net of taxes |
(3,154 | ) | | 3,154 | |||||
Total net assets |
403,626 | 326,151 | (77,474 | ) | |||||
Total liabilities and net assets |
10,536,114 | 12,695,032 | 2,158,917 | ||||||
- 15 -
(Mizuho Securities)
Nonconsolidated Statements of Operations
(for the year ended March 31, 2008)
(Unit: Millions of yen) | ||||||||
Descriptions |
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period to period comparison (%) |
|||||
Operating Revenues |
135,932 | 93,916 | 69.1 | % | ||||
Commissions |
72,221 | 59,813 | 82.8 | % | ||||
Trading profits (losses) |
34,967 | (26,393 | ) | | ||||
Net gains on operating investment securities |
555 | 5,626 | | |||||
Interest and dividend income |
28,188 | 54,869 | 194.7 | % | ||||
Interest expenses |
20,631 | 44,200 | 214.2 | % | ||||
Net operating revenues |
115,300 | 49,716 | 43.1 | % | ||||
Selling, general and administrative expenses |
71,771 | 79,968 | 111.4 | % | ||||
Commissions and other transaction-related expenses |
18,071 | 21,657 | 119.8 | % | ||||
Compensation and benefits |
30,298 | 28,013 | 92.5 | % | ||||
Occupancy |
10,634 | 15,122 | 142.2 | % | ||||
Data processing and office supplies |
5,239 | 5,405 | 103.2 | % | ||||
Depreciation |
4,047 | 5,486 | 135.5 | % | ||||
Amortization of goodwill |
60 | 60 | 100.0 | % | ||||
Taxes and dues other than income taxes |
1,587 | 2,012 | 126.8 | % | ||||
Others |
1,831 | 2,209 | 120.7 | % | ||||
Operating profits (losses) |
43,529 | (30,252 | ) | | ||||
Non-operating revenues |
4,817 | 10,788 | 224.0 | % | ||||
Non-operating expenses |
3,079 | 6,169 | 200.4 | % | ||||
Ordinary profits (losses) |
45,267 | (25,633 | ) | | ||||
Non-ordinary profits |
9 | 18,452 | | |||||
Non-ordinary losses |
768 | 439,074 | | |||||
Profits (losses) before income taxes |
44,508 | (446,256 | ) | | ||||
Income taxescurrent |
12,892 | 978 | 7.6 | % | ||||
Income taxesdeferred |
3,780 | (9,373 | ) | | ||||
Net profits (losses) |
27,835 | (437,860 | ) | | ||||
- 16 -
(Mizuho Securities)
Nonconsolidated Statements of Changes in Net Assets
(for the year ended March 31, 2007)
(Unit: Millions of yen) | ||||||||||||||||||||||
Shareholders equity | ||||||||||||||||||||||
Capital surplus | Retained earnings | |||||||||||||||||||||
Voluntary reserve | ||||||||||||||||||||||
Common stock |
Additional paid-in capital |
Total capital surplus |
Legal earned reserve |
Reserve for special depreciation |
Other reserve |
Unappropriated retained earnings |
Total retained earnings |
Total shareholders equity |
||||||||||||||
Beginning balance as of March 31, 2006 |
195,146 | 125,288 | 125,288 | 870 | 61 | 1,500 | 33,536 | 35,969 | 356,403 | |||||||||||||
Change in this period |
||||||||||||||||||||||
Dividend paid |
| | | | | | (6,633 | ) | (6,633 | ) | (6,633 | ) | ||||||||||
Net profit of this period |
| | | | | | 27,835 | 27,835 | 27,835 | |||||||||||||
Release of reserve for special depreciation |
| | | | (49 | ) | | 49 | | | ||||||||||||
Net change in items other than shareholders equity |
| | | | | | | | | |||||||||||||
Total change in this period |
| | | | (49 | ) | | 21,251 | 21,202 | 21,202 | ||||||||||||
Ending balance as of March 31, 2007 |
195,146 | 125,288 | 125,288 | 870 | 12 | 1,500 | 54,788 | 57,171 | 377,605 | |||||||||||||
Revaluation / translation difference | Total net assets |
|||||||||||
Net unrealized gains (or losses) on other securities, net of taxes |
Net deferred hedge losses (or gains), net of taxes |
Total revaluation / translation difference |
||||||||||
Beginning balance as of March 31, 2006 |
35,451 | | 35,451 | 391,854 | ||||||||
Change in this period |
||||||||||||
Dividend paid |
| | | (6,633 | ) | |||||||
Net profit of this period |
| | | 27,835 | ||||||||
Release of reserve for special depreciation |
| | | | ||||||||
Net change in items other than shareholders equity |
(6,276 | ) | (3,154 | ) | (9,430 | ) | (9,430 | ) | ||||
Total change in this period |
(6,276 | ) | (3,154 | ) | (9,430 | ) | 11,771 | |||||
Ending balance as of March 31, 2007 |
29,174 | (3,154 | ) | 26,020 | 403,626 | |||||||
- 17 -
(Mizuho Securities)
Nonconsolidated Statements of Changes in Net Assets
(for the year ended March 31, 2008)
(Unit: Millions of yen) | ||||||||||||||||||||||
Shareholders equity | ||||||||||||||||||||||
Capital surplus | Retained earnings | |||||||||||||||||||||
Voluntary reserve | ||||||||||||||||||||||
Common stock |
Additional paid-in capital |
Total capital surplus |
Legal earned reserve |
Reserve for special depreciation |
Other reserve |
Unappropriated retained earnings |
Total retained earnings |
Total shareholders equity |
||||||||||||||
Beginning balance as of March 31, 2007 |
195,146 | 125,288 | 125,288 | 870 | 12 | 1,500 | 54,788 | 57,171 | 377,605 | |||||||||||||
Change in this period |
||||||||||||||||||||||
New shares issued |
200,000 | 200,000 | 200,000 | | | | | | 400,000 | |||||||||||||
Dividend paid |
| | | | | | (14,003 | ) | (14,003 | ) | (14,003 | ) | ||||||||||
Net loss of this period |
| | | | | | (437,860 | ) | (437,860 | ) | (437,860 | ) | ||||||||||
Release of reserve for special depreciation |
| | | | (12 | ) | | 12 | | | ||||||||||||
Net change in items other than shareholders equity |
| | | | | | | | | |||||||||||||
Total change in this period |
200,000 | 200,000 | 200,000 | | (12 | ) | | (451,851 | ) | (451,863 | ) | (51,863 | ) | |||||||||
Ending balance as of March 31, 2008 |
395,146 | 325,288 | 325,288 | 870 | | 1,500 | (397,062 | ) | (394,692 | ) | 325,742 | |||||||||||
Revaluation / translation difference | Total net assets |
|||||||||||
Net unrealized gains (or losses) on other securities, net of taxes |
Net deferred hedge losses (or gains), net of taxes |
Total revaluation / translation difference |
||||||||||
Beginning balance as of March 31, 2007 |
29,174 | (3,154 | ) | 26,020 | 403,626 | |||||||
Change in this period |
||||||||||||
New shares issued |
| | | 400,000 | ||||||||
Dividend paid |
| | | (14,003 | ) | |||||||
Net loss of this period |
| | | (437,860 | ) | |||||||
Release of reserve for special depreciation |
| | | | ||||||||
Net change in items other than shareholders equity |
(28,765 | ) | 3,154 | (25,611 | ) | (25,611 | ) | |||||
Total change in this period |
(28,765 | ) | 3,154 | (25,611 | ) | (77,474 | ) | |||||
Ending balance as of March 31, 2008 |
409 | | 409 | 326,151 | ||||||||
- 18 -
(Mizuho Securities)
Notes to nonconsolidated financial statements
The Companys financial statements are prepared in accordance with the Regulations Concerning the Terminology, Forms and Preparation Methods of Financial Statements (Ministry of Finance (MoF) Ordinance No.59, 1963) (the Regulations), as well as with the Cabinet Office Ordinance Concerning Financial Instruments Business (Cabinet Office Ordinance No.52, 2007), Uniform Accounting Standards of Securities Companies (approved by the board of directors of Japan Securities Dealers Association, November 14, 1974), and the Cabinet Office Ordinance Concerning Financial Accounting and Reporting for Special Finance Company (Prime Ministers Office and MoF Ordinance No. 32, 1999), subject to the provisions of Article 2 of the Regulations.
Basis of nonconsolidated financial statements
1. | Valuation of trading account securities and derivatives |
The Company holds trading positions for the purpose of: 1) responding to counterparties needs to invest or hedge risk, and 2) gaining profit or mitigating loss due to fluctuations of market prices and differences of prices in various markets.
Securities, derivative transactions, and assets or liabilities in trading account are recorded at fair value.
2. | Valuation of non-trading securities |
(1) | Investments in subsidiaries and affiliates are stated at cost, using the moving average method. |
(2) | Other securities: |
A) | Other securities with market value |
Recorded at market value. Difference between the cost, using the moving average method, and market value is recorded as net unrealized gains (or losses) on other securities, net of taxes in net assets on the balance sheet.
B) | Other securities without market value |
Recorded at cost using the moving average method.
C) | Investment in Investment Associations (Treated as securities by Article 2(2) of Financial Instruments and Exchange Law) |
Initially recorded at cost and subsequently adjusted to reflect the Companys share of the net profit or loss of the partnership based on the latest financial reports available.
3. | Depreciation and amortization |
(1) | Tangible fixed assets |
The Company applies the declining-balance method except for buildings (excluding leasehold improvement) acquired after March 31, 1998, for which the straight-line method is used.
(2) | Intangible fixed assets |
The straight-line method is applied. The amortization period of software for internal use (5-10 years) is determined based on estimated internal useful lives.
4. | Deferred assets |
Bond issuance cost and stock issuance cost are charged to income when incurred.
5. | Accounting policies for reserves |
(1) | Allowance for doubtful accounts |
The Company provides the allowance for possible losses on doubtful accounts. For performing assets, allowance is calculated based on the past loss experience. For non-performing assets, it is based on the managements assessment of recoverability of the assets, and amount expected to be non-recoverable is provided for.
(2) | Reserve for bonuses |
Reserve is provided for bonus payments to employees and operating officers at the amount accrued at the end of the period, based on the estimated future payments and service periods.
(3) | Reserve for retirement benefits |
Reserve for retirement benefits is provided for future retirement benefits to employees based on actuarial retirement benefits and plan assets at end of year.
Prior service cost is charged to income in the period which the cost is recognized.
Net actuarial gains or losses are recognized as income or expenses from the following fiscal year under the straight-line method over a certain term within the average remaining service period of the current employees.
(4) | Reserve for retirement benefits for directors, operating officers and corporate auditors |
Reserve for retirement benefits for directors, operating officers and corporate auditors is provided for future retirement benefits for them at the amount accrued at the end of the period, based on prescribed calculation method.
6. | Accounting of lease transactions |
Financing leases other than those for which the ownership of leased property transfers to the lessee are accounted for as ordinary rental transactions.
- 19 -
(Mizuho Securities)
7. | Accounting for hedging transactions |
Gains or losses resulting from forward foreign exchange transactions entered into in order to hedge the exchange risk of foreign currency denominated equity investments in subsidiaries are deferred when they qualify for hedge accounting.
Borrowings in foreign currency entered into to hedge exchange risk of foreign currency denominated operating investment securities are accounted for under fair value hedge accounting.
Interest rate swaps to hedge interest rate rise of borrowings are, when they qualify for exceptional treatment, accounted for under exceptional method as permitted under Japanese GAAP.
Loans in foreign currencies, with currency swap to hedge the foreign currency risk, are treated as if they were loans in JPY, provided certain conditions are met.
8. | Consumption taxes |
Transactions subject to consumption taxes are recorded at amounts exclusive of consumption taxes.
Change in the basis of nonconsolidated financial statement
Application of new depreciation method
The company changed its depreciation method for assets acquired on or after April 1, 2007 to comply with Tax Reform Act 2007 and the treatment of depreciation for audit purpose at the present stage (JICPA Audit and Assurance Practice Committee Report No.81, April 25, 2007). The effect on the consolidated financial statements is negligible .
Notes to nonconsolidated balance sheets
1. | Accumulated depreciation of tangible fixed assets |
(Unit: millions of yen) | ||||
As of Mar. 31, 2007 | As of Mar. 31, 2008 | |||
7,332 | 9,266 | |||
2. Subordinated debt
Bonds, notes, long-term borrowings, and long-term borrowings from affiliates include Subordinated debts provided in Article 176 of Cabinet Office Ordinance Concerning Financial Instruments Business (Cabinet Office Ordinance No.52, 2007), and the amounts are as follows.
| ||||
As of Mar. 31, 2007 | As of Mar. 31, 2008 | |||
Subordinated bonds (Bonds and notes) |
40,000 | 40,000 | ||
Subordinated borrowings |
138,000 | 236,000 | ||
(Long-term and Short-term borrowings, Long-term borrowings from affiliates) |
||||
3. Loan balance as per Money Lending Business Law (Law 32, 1983)
| ||||
As of Mar. 31, 2007 | As of Mar. 31, 2008 | |||
5,000 | 2,028 |
- 20 -
(Mizuho Securities)
Notes to nonconsolidated statements of operations
1. | Net profits or losses per share |
(Unit: yen) | |||||
Year ended Mar. 31, 2007 |
Year ended Mar. 31, 2008 |
||||
7,553.61 | (100,935.91 | ) |
2. | Details of non-ordinary profits / losses |
(Unit: millions of yen) | ||||
Year ended Mar. 31, 2007 |
Year ended Mar. 31, 2008 | |||
Non-ordinary profits |
||||
Gain from sales of investment securities |
| 18,442 | ||
Gain on liquidation of investment securities |
3 | | ||
Release of allowance for doubtful accounts |
5 | 0 | ||
Other |
| 9 | ||
Year ended Mar. 31, 2007 |
Year ended Mar. 31, 2008 | |||
Non-ordinary losses |
||||
Loss on sale or disposal of fixed assets |
107 | 662 | ||
Valuation loss on investment securities |
102 | 4,535 | ||
Liquidation loss on investment securities |
| 8 | ||
Valuation loss on subsidiary stock |
| 431,011 | ||
Loss on impairment of fixed assets |
| 4 | ||
Valuation loss on golf membership |
| 5 | ||
Provision for securities transaction liability reserve |
307 | | ||
Provision for futures transaction liability reserve |
21 | | ||
Merger-related expenses |
| 2,847 | ||
Provisions for reserve for retirement benefits for directors and operating officers for past fiscal year |
225 | | ||
Others |
3 | |
Notes to nonconsolidated statements of changes in net assets
Treasury stock:
The Company has no treasury stocks at the end of both previous and this period.
- 21 -
(Mizuho Securities)
Nonconsolidated Financial Data
(for the year ended March 31, 2008)
1. | Commission Income |
(1) | Breakdown by categories |
(Unit: Millions of yen) | |||||||||
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period-to-period comparison (%) |
|||||||
Brokerage commission |
8,476 | 6,274 | 74.0 | % | |||||
(Stocks) |
(7,889 | ) | (5,823 | ) | (73.8 | %) | |||
(Bonds) |
(563 | ) | (431 | ) | (76.5 | %) | |||
Underwriting and selling commission |
24,831 | 14,725 | 59.3 | % | |||||
(Stocks) |
(16,123 | ) | (4,537 | ) | (28.1 | %) | |||
(Bonds) |
(8,321 | ) | (9,284 | ) | (111.6 | %) | |||
Subscription and distribution commission |
1,355 | 2,145 | 158.2 | % | |||||
(Stocks) |
(1 | ) | (866 | ) | ( | ) | |||
(Bonds) |
(552 | ) | (371 | ) | (67.3 | %) | |||
(Investment trusts) |
(382 | ) | (500 | ) | (130.8 | %) | |||
Other commissions received |
37,556 | 36,668 | 97.6 | % | |||||
Total |
72,221 | 59,813 | 82.8 | % | |||||
(2) | Breakdown by products |
(Unit: Millions of yen) | |||||||
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period-to-period comparison (%) |
|||||
Stocks |
28,023 | 13,976 | 49.9 | % | |||
Bonds |
20,910 | 18,108 | 86.6 | % | |||
Investment trusts |
3,703 | 4,968 | 134.2 | % | |||
Others |
19,583 | 22,759 | 116.2 | % | |||
Total |
72,221 | 59,813 | 82.8 | % | |||
2. | Trading profit / loss |
(Unit: Millions of yen) | |||||||||
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period-to-period comparison (%) |
|||||||
Stocks |
12,953 | (12,362 | ) | | |||||
Bonds |
18,405 | (26,813 | ) | | |||||
Others |
3,608 | 12,783 | 354.2 | % | |||||
(of which Foreign exchange) |
(1,718 | ) | (13,737 | ) | (799.5 | %) | |||
Total |
34,967 | (26,393 | ) | | |||||
3. | Trading volume of stocks (excluding futures transaction) |
(Unit: Millions of stocks, Millions of yen) | ||||||||||||||||||||
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period-to-period comparison (%) |
||||||||||||||||||
No. of stocks | Amount | No. of stocks | Amount | No. of stocks | Amount | |||||||||||||||
Total |
14,896 | 24,915,253 | 17,131 | 26,600,589 | 115.0 | % | 106.8 | % | ||||||||||||
(Proprietary) |
a | (6,153 | ) | (10,059,930 | ) | (8,245 | ) | (12,396,108 | ) | (134.0 | %) | (123.2 | %) | |||||||
(Brokerage) |
b | (8,742 | ) | (14,855,323 | ) | (8,885 | ) | (14,204,481 | ) | (101.6 | %) | (95.6 | %) | |||||||
b/(a+b) |
58.7 | % | 59.6 | % | 51.9 | % | 53.4 | % | ||||||||||||
TSE share |
1.4 | % | 1.7 | % | 1.5 | % | 1.7 | % | ||||||||||||
- 22 -
(Mizuho Securities)
4. | Volume of underwriting, subscription and distribution |
(Unit: Millions of stocks, Millions of yen) | |||||||||||
Year ended March 31, 2007 |
Year ended March 31, 2008 |
Period-to-period comparison (%) |
|||||||||
Underwriting |
Stocks | (No. of stocks) | 499 | 55 | 11.1 | % | |||||
Stocks | (Amount) | 500,346 | 92,939 | 18.6 | % | ||||||
Bonds | (Face amount) | 4,664,939 | 4,990,986 | 107.0 | % | ||||||
Subscription and distribution* |
Stocks | (No. of stocks) | 492 | 57 | 11.6 | % | |||||
Stocks | (Amount) | 963,788 | 445,429 | 46.2 | % | ||||||
Bonds | (Face amount) | 2,286,959 | 2,691,427 | 117.7 | % | ||||||
Investment trusts | (Face amount) | 780,188 | 735,138 | 94.2 | % |
* | Including selling and distribution of private placement. |
5. | Capital adequacy ratio |
(Unit: Millions of yen) | ||||||||||
As of March 31, 2007 |
As of March 31, 2008 |
|||||||||
Basic capital |
(A) | 363,602 | 325,742 | |||||||
Supplementary Capital |
Unrealized gain on other securities, net of taxes | 26,020 | 409 | |||||||
Statutory reserves | 2,027 | 2,027 | ||||||||
Allowance for doubtful accounts | 5 | 4 | ||||||||
Long-term subordinated debt | 89,000 | 153,000 | ||||||||
Short-term subordinated debt | 89,000 | 123,000 | ||||||||
Total |
(B) | 206,053 | 278,441 | |||||||
Deduction: Disallowed assets |
(C) | 231,357 | 228,333 | |||||||
Capital after deduction |
(A)+(B)(C) |
(D) | 338,298 | 375,849 | ||||||
Amount of risks |
Market risk | 95,718 | 90,833 | |||||||
Counterparty risk | 11,890 | 21,171 | ||||||||
Basic risk | 20,926 | 28,802 | ||||||||
Total |
(E) | 128,535 | 140,808 | |||||||
Capital adequacy ratio |
(D)/(E) |
263.1 | % | 266.9 | % |
(note) | 1. Market risk is calculated with internal market risk model. | |
2. Details of long-term and short-term subordinated debts are as below: |
(Unit: Millions of yen) | ||||||||||||
Date of issue/borrowing |
Maturity/Due date |
Amount | Short/Long |
Notes | ||||||||
Subordinated bonds |
March 19, 2004 | March 19, 2009 | 40,000 | Short-term | Lump sum | |||||||
Subordinated borrowings |
March 19, 2004 | March 19, 2009 | 11,000 | Short-term | Final payment | |||||||
March 29, 2005 | April 20, 2015 | 20,000 | Long-term | Lump sum | ||||||||
May 30, 2006 | May 30, 2016 | 10,000 | Long-term | Lump sum | ||||||||
May 30, 2006 | March 31, 2010 | 5,000 | Short-term | Installment | ||||||||
March 31, 2011 |
5,000 | |||||||||||
March 31, 2012 |
5,000 | 2,000 | Short-term | |||||||||
3,000 | Long-term | |||||||||||
March 31, 2013 |
15,000 | 3,000 | Short-term | Final payment | ||||||||
12,000 | Long-term | |||||||||||
September 28, 2006 | September 28, 2010 | 5,000 | Short-term | Installment | ||||||||
September 28, 2011 |
5,000 | |||||||||||
September 28, 2012 |
5,000 | 1,000 | Short-term | |||||||||
4,000 | Long-term | |||||||||||
September 28, 2013 |
15,000 | Final payment | ||||||||||
January 31, 2007 | January 31, 2011 | 5,000 | Short-term | Installment | ||||||||
January 31, 2012 |
5,000 | |||||||||||
January 31, 2013 |
5,000 | 1,000 | Short-term | |||||||||
4,000 | Long-term | |||||||||||
January 31, 2014 |
15,000 | Long-term | Final payment | |||||||||
July 20, 2007 | July 20, 2011 |
5,000 | Short-term | Installment | ||||||||
July 20, 2012 |
5,000 | |||||||||||
July 20, 2013 |
5,000 | Long-term | ||||||||||
July 20, 2014 |
35,000 | Final payment | ||||||||||
March 28, 2008 | April 28, 2013 |
10,000 | Long-term | Installment | ||||||||
April 28, 2014 |
10,000 | |||||||||||
April 28, 2015 |
10,000 | Final payment | ||||||||||
March 28, 2008 | February 28, 2012 | 10,000 | Short-term | Installment | ||||||||
February 28, 2013 |
15,000 | Final payment | ||||||||||
Long-term subordinated debts total |
153,000 | |||||||||||
Short-term subordinated debts total |
123,000 | |||||||||||
6. | Number of directors, corporate auditors and employees |
(Unit: Person) | ||||
As of March 31, 2007 |
As of March 31, 2008 | |||
Directors and corporate auditors |
9 | 9 | ||
Employees |
1,775 | 1,852 |
- 23 -
(Mizuho Securities)
(Reference Data)
Quarterly Trends in Nonconsolidated States of Operations
(Unit: Millions of yen) | ||||||||||||||
Descriptions |
Three months ended Mar. 31, 2007 |
Three months ended Jun. 30, 2007 |
Three months ended Sep. 30, 2007 |
Three months ended Dec. 31, 2007 |
Three months ended Mar. 31, 2008 |
|||||||||
Operating Revenues |
38,349 | 42,446 | 15,290 | 26,718 | 9,460 | |||||||||
Commission |
19,319 | 14,109 | 15,402 | 12,227 | 18,074 | |||||||||
Trading profits (losses) |
8,846 | 18,213 | (16,132 | ) | 1,022 | (29,496 | ) | |||||||
Net gains (losses) on operating investment securities |
(3 | ) | 937 | 3,311 | (843 | ) | 2,220 | |||||||
Interest and dividend income |
10,187 | 9,185 | 12,710 | 14,311 | 18,662 | |||||||||
Interest expense |
7,233 | 8,752 | 10,027 | 12,297 | 13,122 | |||||||||
Net operating revenues (losses) |
31,116 | 33,693 | 5,263 | 14,420 | (3,661 | ) | ||||||||
Selling, general and administrative expenses |
20,035 | 20,805 | 20,004 | 19,172 | 19,986 | |||||||||
Commissions and other transaction-related expenses |
4,753 | 5,572 | 6,700 | 4,838 | 4,544 | |||||||||
Compensation and benefits |
8,012 | 8,002 | 6,214 | 6,791 | 7,006 | |||||||||
Occupancy |
3,324 | 3,639 | 3,362 | 3,923 | 4,197 | |||||||||
Data processing and office supplies |
1,592 | 1,449 | 1,545 | 1,166 | 1,244 | |||||||||
Depreciation |
1,075 | 1,077 | 1,193 | 1,474 | 1,740 | |||||||||
Amortization of goodwill |
60 | 15 | 15 | 15 | 15 | |||||||||
Taxes and dues other than income taxes |
459 | 489 | 343 | 482 | 697 | |||||||||
Others |
758 | 558 | 630 | 480 | 541 | |||||||||
Operating profits (losses) |
11,080 | 12,888 | (14,741 | ) | (4,751 | ) | (23,648 | ) | ||||||
Non-operating revenues |
1,120 | 9,351 | 207 | 306 | 923 | |||||||||
Non-operating expenses |
932 | 1,016 | 1,214 | 1,812 | 2,125 | |||||||||
Ordinary profits (losses) |
11,268 | 21,223 | (15,748 | ) | (6,258 | ) | (24,850 | ) | ||||||
Non-ordinary profits (losses) |
0 | 6 | (0 | ) | 18,362 | 83 | ||||||||
Non-ordinary losses |
335 | 187 | 460 | 191,379 | 247,047 | |||||||||
Profits (losses) before income taxes |
10,933 | 21,042 | (16,209 | ) | (179,275 | ) | (271,813 | ) | ||||||
Income taxescurrent |
6,114 | 6,798 | (6,475 | ) | 771 | (116 | ) | |||||||
Income taxesdeferred |
(2,138 | ) | 962 | (126 | ) | (1,619 | ) | (8,591 | ) | |||||
Net profits (losses) |
6,957 | 13,280 | (9,607 | ) | (178,427 | ) | (263,106 | ) | ||||||
- 24 -
Mizuho Securities Co., Ltd.
[Reference] Breakdown of securitization products (Mizuho Securities (including overseas subsidiaries))
(JPY Bn, round figures) [Managerial accounting basis] |
Balances as of Dec. 31, 2007 |
Balances as of Mar. 31, 2008 |
Marks (%) as of Mar. 31, 2008 |
Realized Gains/Losses for FY2007 | |||||||
(Fair Value) | (Fair Value) | (=Fair Value/Face Value) | |||||||||
1 | Foreign currency denominated securitization products |
470 | 100 | 22 | -404 | ||||||
2 | ABSCDOs (*1) |
280 | 50 | 18 | -235 | ||||||
3 | CDOs backed by RMBS |
160 | (*2) | 20 | 10 | -220 | |||||
4 | Hedged by CDS with a non-investment grade financial guarantor |
30 | 10 | 17 | -54 | ||||||
5 | CDOs except above |
110 | 30 | 83 | -15 | ||||||
6 | CDOs backed by CMBS |
0 | 0 | 8 | -4 | ||||||
7 | Hedged by CDS with a non-investment grade financial guarantor |
80 | 0 | | -10 | ||||||
8 | RMBS |
180 | 50 | 27 | -164 | ||||||
9 | RMBS backed by US subprime mortgage loans |
30 | 15 | 31 | -35 | ||||||
10 | RMBS except above (RMBS backed by mid-prime loans, prime loans and others) |
150 | 35 | 26 | -129 | ||||||
11 | ABS, CLOs and others |
20 | 0 | 67 | -5 | ||||||
12 | CMBS |
10 | 0 | 43 | -3 | ||||||
13 | Foreign currency denominated securitization products + JPY denominated securitization products |
350 | -413 |
(*1) | CDO exposures hedged by CDS with a non-investment grade US financial guarantor (monoline), net of allowances, listed in line 4 and 7, are included |
(*2) | The proportion of US subprime mortgage related assets to the total underlying assets was approximately 20% |