Annual Report (April 2002~March 2003) Corporate Structure
Mizuho Financial Group, Inc. (MHFG: financial holding company)
Banking and Securities Business Sector Corporate Revitalization
Mizuho Holdings, Inc. Financial subsidiaries for (MHHD: intermediate holding company for banks corporate revitalization The Mizuho Financial Group precisely and swiftly meets its customers’ diverse financial and securities subsidiaries) needs through the expertise possessed by and the close collaboration of its group Mizuho Corporate, companies, including Mizuho Corporate Bank, which primarily serves large Ltd. corporations and overseas corporations, and Mizuho Bank, which deals primarily with Mizuho Corporate Mizuho Securities Bank, Ltd. (MHCB) Co., Ltd. (MHSC) individuals, small, medium-sized, and middle market enterprises as well as securities, Mizuho Global, Ltd. trust banking and asset management companies. Shinko Securities Co., Ltd. Mizuho Investors Mizuho Bank, Ltd. Securities Co., Ltd. Mizuho Project, Ltd. (MHBK) (MHIS)
History Trust and Asset Management Sector
2003 June Mizuho Advisory established as the group’s advisory company for corporate revitalization. Mizuho Trust & Banking Co., Ltd. (MHTB) Mizuho Asset, Ltd. May Mizuho Corporate, Mizuho Global, Mizuho Project, and Mizuho Asset established as the group’s financial subsidiaries for corporate revitalization. March Implementation of the group’s business reorganization. Trust & Custody Services Bank, Ltd. (TCSB) • Mizuho Holdings was reformed as an intermediate holding company to manage the banking and Advisory company for securities business sector. corporate revitalization • Mizuho Securities became a subsidiary of Mizuho Corporate Bank. • Mizuho Investors Securities became a subsidiary of Mizuho Bank. • Mizuho Trust & Banking and Mizuho Asset Trust & Banking were merged to create Mizuho Trust & Banking. Asset management companies • Strategic subsidiaries such as the group's credit card company, asset management company, Dai-Ichi Kangyo Asset Management Co., Ltd. (DKA) Mizuho Advisory, Inc. and IT-related companies that are the backbone of the entire group's management infrastructure, Fuji Investment Management Co., Ltd. (FIMCO) were made direct subsidiaries or affiliates of Mizuho Financial Group. DLIBJ Asset Management Co., Ltd. (DIAM) January Mizuho Financial Group, Inc. established.
2002 April Mizuho Corporate Bank and Mizuho Bank start operations. Credit card company 2000 October Mizuho Securities and Mizuho Trust & Banking start operations. UC Card Co., Ltd. September Mizuho Holdings established. Research institution Mizuho Research Institute
Information & technology DKB Information Systems Inc. (DKIS) Fuji Research Institute Corporation (FRIC) IBJ Systems, Limited (KSD)
Venture capital Mizuho Capital Co., Ltd.
1 Financial Highlights (Consolidated)
Financial Highlights (Consolidated) The consolidated results for the fiscal year ended March 31, 2003 are for MHFG. The results for the fiscal year ended March 31, 2002 are for MHHD.
2003 MHHD 2002 For the Fiscal Years ended March 31, Millions of yen Thousands of U.S. dollars Millions of yen Total Income ¥ 3,441,810 $ 28,634,030 ¥ 5,315,591 Total Expenses 5,703,982 47,454,101 6,740,762 Loss before Income Taxes and Minority Interests (2,262,172) (18,820,071) (1,425,170) Net Loss (2,377,172) (19,776,805) (976,044) Cash Dividends* 22,147 184,256 54,985 *Non-consolidated basis.
2003 MHHD 2002 At March 31, Millions of yen Thousands of U.S. dollars Millions of yen Total Assets ¥ 134,032,747 $ 1,115,081,090 ¥ 151,312,427 Securities 23,816,574 198,141,219 24,108,931 Loans and Bills Discounted 69,210,035 575,790,644 84,593,656 Deposits 72,222,642 600,853,928 85,606,236 Total Shareholders' Equity ¥ 2,861,066 $ 23,802,554 ¥ 4,731,420
2003 MHHD 2002 For the Fiscal Years ended March 31, yen U.S. dollars yen Per Share of Common Stock Net Loss (Common Stock) ¥ (254,524.65) $ (2,117.51) ¥ (108,003.27) Cash Dividends per Share* Common Stock ——3,500 Preferred Stock First Series Class I Preferred Stock 22,500 187.19 22,500 Second Series Class II Preferred Stock 8,200 68.22 8,200 Third Series Class III Preferred Stock 14,000 116.47 14,000 Fourth Series Class IV Preferred Stock 47,600 396.01 47,600 Fifth Series Class V Preferred Stock //— Sixth Series Class VI Preferred Stock 42,000 349.42 42,000 Seventh Series Class VII Preferred Stock 11,000 91.51 11,000 Eighth Series Class VIII Preferred Stock 8,000 66.56 8,000 Ninth Series Class IX Preferred Stock 17,500 145.59 17,500 Tenth Series Class X Preferred Stock 5,380 44.76 5,380 Eleventh Series Class XI Preferred Stock 165 1.37 / Twelfth Series Class XI Preferred Stock 21 0.17 / Thirteenth Series Class XIII Preferred Stock 247 2.05 / *Non-consolidated basis.
At March 31, 2003 MHHD 2002 Capital Adequecy Risk-based Capital Ratio (BIS Capital Ratio) 9.53% 10.56%
Ratings R&I JCR Moody's Standard & Poor's Fitch At March 31, 2003 Long Term Short Term Long Term Short Term Long Term Short Term Long Term Short Term Long Term Short Term Mizuho Financial Group, Inc. — a–1 —— —— —— —— Mizuho Holdings A– a–1 —— —— —— —— Mizuho Corporate Bank A– a–1 —— A3 P–1 BBB A–3 BBB+ F2 Mizuho Bank A– a–1 —— A3 P–1 BBB A–3 BBB+ F2 Mizuho Securities A– a–1 — J–1 —— —— —— Mizuho Trust & Banking A– a–1A– — Baa1 P–2 BBB — BBB+ F2 (as of July 31, 2003) 2 2003 Mizuo Financial Group Annual Report
4 A Message from the President & CEO of Mizuho Financial Group, Inc. 6 Management Reform of Mizuho Resolving Financial Issues and Reinforcing Capital Base Evolution of the Mizuho Financial Group's Business Model Business Strategies of the Mizuho Financial Group Thorough Cost Structure Reforms Strengthen Corporate Governance and Reinforce the Merit-Based Remuneration System The Mizuho Financial Group's “Corporate Revitalization Project” Financial Highlights of Mizuho Financial Group for Fiscal 2002
18 Business Strategy of Mizuho Business Outline of Mizuho Business Strategy of Mizuho Corporate Bank Business Strategy of Mizuho Bank Securities Business Strategy Trust and Asset Management Business Strategy Business Results Highlights of Mizuho
45 Community Activities and Environmental Awareness of Mizuho
47 Management Structure of Mizuho
50 Internal Control Systems of Mizuho
63 Financial Analysis of Mizuho 99 Financial Data of Mizuho Financial Group, Inc. 139 Consolidated Financial Statements of Mizuho Holdings for Fiscal 2001 and 2000 165 Non-Consolidated Financial Statements of Mizuho Financial Group, Inc. and Four Subsidiaries
174 Senior Executive Officers of Mizuho Office Network of Mizuho Investor Information on Mizuho Financial Group, Inc. Disclosure Policy of Mizuho
3 A Message from the President & CEO of Mizuho Financial Group, Inc.
On behalf of the Mizuho Financial Group, I would like to take this opportunity to extend my sincere gratitude to our shareholders and cus- tomers for your continued support. Last fiscal year, we took speedy and decisive actions for our manage- ment reform, including the recent reorganization of our new corporate structure and execution of measures to resolve all major financial issues. In the current fiscal year, we are making every effort in further improv- ing our customer services and enhancing competitiveness and profitabil- ity. I would like to assure you that we aim to make this year a year of achievement for Mizuho in response to your support and expectations.
Completion of Our New Corporate Structure On April 1, 2002, the Mizuho Financial Group launched two banks, namely, Mizuho Corporate Bank, which primarily serves large corporations and overseas corporations, and Mizuho Bank, which deals primarily with individuals and domestic small, medium-sized and middle market enterprises, hence creating a corporate structure under a holding company with four core subsidiaries consist- ing of these two banks and Mizuho Securities and Mizuho Trust & Banking. I would also like to take this opportunity to express my deepest apologies for the computer systems problems that occurred at the launching of the two banks mentioned above and affected our domestic services such as delays in automatic debit transactions and problems in ATM services. We immediately established a preventive structure in order not to repeat similar problems and we are undertaking further improvement of our customer services. Since the group's inauguration, we have aggressively adopted and implemented various measures to carry out management reform. In March of this year, we further reviewed our corporate strategies and instituted the reorganization of our corporate structure in order to further reinforce our comprehensive financial services capabilities and secure stable profitability. Specifically, we strengthened the collaboration between the banking and securities subsidiaries based on customer segmentation. Moreover, Mizuho Trust & Banking and Mizuho Asset Trust & Banking were merged to unify the group's trust banking business. We also set up a new financial holding company, Mizuho Financial Group, Inc., to directly manage strategically important group subsidiaries, including a credit card company, asset management companies and IT-related companies. Furthermore, in order to concurrently promote an early achievement of our corporate customers' revitalization and a further reinforce- ment of our credit creation function, we initiated the “Corporate Revitalization Project” in the current fiscal year. In this project, we newly established four financial subsidiaries specializing in corporate revitalization and an advisory company with cutting-edge expertise from both domestic and overseas advisors outside the group.
Resolving Financial Issues Decisively and Reinforcing Capital Base During the last fiscal year, to set a course for a breakthrough on financial issues we faced, we executed drastic financial actions resulting in significant improvement of our asset quality. First, to promptly resolve the non-performing loan (NPL) issue, we worked to revitalize and support compa- nies through specialized divisions while proactively accelerating final disposals of NPLs. We also significantly increased the level of loan-loss reserves against the risk of future deterioration of assets. As a result, the aggre- gated Credit-related Costs for Mizuho Corporate Bank, Mizuho Bank and Mizuho Trust & Banking (the Two Banks and MHTB) amounted to ¥2,095.2 billion for fiscal 2002. Second, to reduce the impact of stockholding risks on bank management, we promoted sales of stocks in the market and made use of the Stock Purchasing Operations by the Bank of Japan together with our conserva- tive accounting of stock devaluation, resulting in reducing the aggregated carrying value of stockholdings of
4 the Two Banks and MHTB by approximately ¥3 trillion. In addition, we also disposed unrealized losses on stocks in subsidiaries and affiliates. Third, in light of the recent severe economic environment, we made a conservative estimation of future tax- able income. By increasing the valuation allowance against deferred tax assets (DTA) by ¥966.7 billion in the second half of last fiscal year, we decided not to book DTA in the same amount additionally on an aggregated basis of Mizuho Corporate Bank and Mizuho Bank. To deal with the decrease of our capital base that resulted from the aforementioned efforts, we successfully raised new capital of ¥1,081.93 billion by issuing preferred stocks to our domestic customers and institutional investors in March of this year. As a result, the group's consolidated BIS Capital Adequacy Ratio was maintained at 9.53% at the end of the last fiscal year.
Reinforcement of Our Financial Services and Profitability We are working to maximize profitability by realizing synergy benefits within our group to the fullest and offer- ing quickly more convenient and specialized products and services that meet customers' financial needs. More specifically, Mizuho Corporate Bank is accelerating transformation from its conventional business model, which heavily depends on volume of assets, to a market-oriented indirect financing model. Mizuho Bank is increasing its profitable assets by developing financial products and services according to customer seg- mentation, while other group companies are further strengthening their own expertise and strategic focuses as well as actively pursuing group synergies through stronger collaboration within the group. Additionally, in order to accelerate cost structure reform through thoroughgoing corporate restructuring, we are implementing drastic management rationalization measures that include a significant decrease in the num- ber of employees and redundant offices ahead of schedule, as well as a reduction in the annual compensation of all senior executives and employees. On another front, we achieved a dynamic rejuvenation of the organiza- tion by launching a job application system for branch general manager positions to encourage the development and advancement of young employees especially in their thirties, and by introducing an early retirement plan. Although we made active progress in maximizing our profitability and restructuring, due to our efforts to resolve our financial issues, Mizuho Financial Group's Total Income was ¥3,441.8 billion, Loss before Income Taxes and Minority Interests was ¥2,262.1 billion and Net Loss was ¥2,377.1 billion last fiscal year on a consolidated basis. We also regret that we had to forego the payment of dividends on common stocks for last fiscal year in light of the need to strengthen our financial base. The dividend payments on preferred stocks were made as originally planned.
Enhancing Corporate Value After completion of the new corporate structure and reinforcement of our financial base, we are now concen- trating our full efforts on improving financial services and ensuring the profitability and the competitiveness that befits a financial group with the largest customer base in Japan. In addition, by our proactive efforts to revitalize companies through our “Corporate Revitalization Project,” we will surely make a major contribution to resolve issues that the Japanese economy faces, such as the revital- ization of the industrial and financial sectors. We commit to direct the group's overall strength to this project. In order to enhance the group's corporate value, we are determined to deliver results by quickly and surely implementing the measures we have announced to date. As President & CEO, I sincerely look forward to your continuing support. July 2003
Terunobu Maeda President & CEO, Mizuho Financial Group, Inc.
5 Management Reform of Mizuho
Aiming to Become an Innovative Financial Services Group that Will Lead the New Era through Cutting- Edge Comprehensive Financial Services During fiscal 2002 (ended March 31, 2003), we successfully shifted to a new corporate structure and rein- forced our financial base. We have positioned fiscal 2003 as a year of achievement for Mizuho, and the entire group will collaborate in both further improving services to customers and enhancing our competitiveness and profitability.