UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F(Mark One)‘REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934È

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR
For the fiscal year ended March 31, 2009
OR‘

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934‘SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
Date of event requiring this shell company report
For the transition period fromtoCommission file number 001-33098

Kabushiki(Exact
KaishaMizuho Financial Group
name of Registrant as specified in its charter)
Mizuho Financial Group, Inc.
(Translation of Registrant’s name into English)

Japan(Jurisdiction of incorporation or organization)

5-1, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-8333
Japan(Address of principal executive offices)

Tatsuya Yamada, +81-3-5224-1111, +81-3-5224-1059, address is same as above(Name, Telephone, Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each className of each exchange on which registered

Common Stock, without par value
American depositary shares, each of which represents
two shares of common stock
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None

The New York Stock Exchange*
The New York Stock Exchange(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual
report.
At March 31, 2009, the following shares of capital stock were outstanding: (1) 11,178,940,660 shares of common stock (including 11,335,903 shares ofcommon stock held by the registrant as treasury stock), (2) 914,752,000 shares of eleventh series class XI preferred stock, and (3) 36,690,000 shares ofthirteenth series class XIII preferred stock.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes È No ‘
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Yes ‘ No È
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).
Yes ‘ No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer È
Accelerated filer ‘
Non-accelerated filer ‘
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP È
International Financial Reporting Standards as issued by the International Accounting Standards Board ‘
Other ‘If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ‘ Item 18 ‘
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ‘ No È
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ‘ No ‘
* Not for trading, but only in connection with the registration and listing of the ADSs.

MIZUHO FINANCIAL GROUP, INC.
ANNUAL REPORT ON FORM 20-F
Table of Contents
Page

Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 1.
Identity of Directors, Senior Management and Advisers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 2.
Offer Statistics and Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 3.
Key Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.A. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.B.
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.C.
Reasons for the Offer and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.D. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 4.
Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.A. History and Development of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.B.
Business Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.C.
Organizational Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.D. Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 4A. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 5.
Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 6.
Directors, Senior Management and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.A. Directors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.B.
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.C.
Board Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.D. Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.E.
Share Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 7.
Major Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.A. Major Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.B.
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.C.
Interests of Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 8.
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.A. Consolidated Statements and Other Financial Information . . . . . . . . . . . . . . . . . . . . . .
8.B.
Significant Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 9.
The Offer and Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.A. Listing Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.B.
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.C.
Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.D. Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.E.
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.F.
Expenses of the Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 10. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.A. Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.B. Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.C. Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.D. Exchange Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.E. Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.F. Dividends and Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.G. Statement by Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.H. Documents on Display . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.I. Subsidiary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1

3
3
5
5
5
5
10
10
11
19
19
20
39
41
41
42
123
123
132
132
134
134
136
136
137
138
139
139
139
140
140
141
142
142
142
142
143
143
143
153
153
155
160
160
160
160

Page

ITEM 11.
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 12.
Description of Securities Other than Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 13.
Defaults, Dividend Arrearages and Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds . . . . . . . . . . . .
ITEM 15.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16A. Audit Committee Financial Expert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16B. Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16C. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16D. Exemptions from the Listing Standards for Audit Committees . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers . . . . . . . . . . . . . . . . . . .
ITEM 16F. Change in Registrant’s Certifying Accountant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 16G. Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 17.
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 18.
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 19.
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Statistical Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

161
177
178
178
178
179
179
179
180
181
181
181
183
183
183
A-1
F-1

PRESENTATION OF FINANCIAL AND OTHER INFORMATIONIn this annual report, “we,” “us,” and “our” refer to Mizuho Financial Group, Inc. and, unless the context
indicates otherwise, its consolidated subsidiaries. “Mizuho Financial Group” refers to Mizuho Financial Group,
Inc. Furthermore, unless the context indicates otherwise, these references are intended to refer to us as if we had
been in existence in our current form for all periods referred to herein.
In this annual report, “our principal banking subsidiaries” refer to Mizuho Corporate Bank, Ltd., Mizuho
Bank, Ltd. and Mizuho Trust & Banking Co., Ltd. (or with respect to references as of a date, or fiscal year
ending, before April 1, 2002, to The Dai-Ichi Kangyo Bank, Limited, The Fuji Bank, Limited, The Industrial
Bank of Japan, Limited, Mizuho Trust & Banking and The Yasuda Trust and Banking Co., Ltd.).
In this annual report, references to “U.S. dollars,” “dollars” and “$” refer to the lawful currency of theUnited States and those to “yen” and “¥” refer to the lawful currency of Japan.
In this annual report, all yen figures and percentages have been rounded to the figures shown, except for
those yen figures and percentages in “Item 3.A. Key Information—Selected Financial Data—Japanese GAAP
Selected Consolidated Financial Information,” which have been truncated to the figures shown, and unlessotherwise specified. Accordingly, the total of each column of figures may not be equal to the total of theindividual items.
Our fiscal year end is March 31. References to years not specified as being fiscal years are to calendar years.
Unless otherwise specified, for purposes of this annual report, we have presented our financial informationin accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Unlessotherwise stated or the context otherwise requires, all amounts in our financial statements are expressed inJapanese yen.
We usually hold the ordinary general meeting of shareholders of Mizuho Financial Group in June of eachyear in Chiyoda-ku, Tokyo.
FORWARD-LOOKING STATEMENTS
We may from time to time make written or oral forward-looking statements. Written forward-looking
statements may appear in documents filed with the Securities and Exchange Commission, including this annual
report, and other reports to shareholders and other communications.
The U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking
information to encourage companies to provide prospective information about themselves. We rely on this safe
harbor in making these forward-looking statements.
This annual report contains forward-looking statements regarding the intent, belief or current expectationsof our management with respect to our financial condition and future results of operations. In many cases, but notall, we use such words as “aim,” “anticipate,” “believe,” “endeavor,” “estimate,” “expect,” “intend,” “may,”“plan,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target” and similar expressions in relation to
us or our management to identify forward-looking statements. You can also identify forward-looking statements
by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future
events and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those
we currently anticipate. Potential risks and uncertainties include, without limitation, the following:•

incurrence of significant credit-related costs;•

declines in the value of our securities portfolio, including as a result of the declines in stock markets andthe impact of the dislocation in the global financial markets stemming from U.S. subprime loan issues;3•changes in interest rates;•

foreign exchange rate fluctuations;•decrease in the market liquidity of our assets;•

revised assumptions or other changes related to our pension plans;•a decline in our deferred tax assets;•

the effect of financial transactions entered into for hedging and other similar purposes;•

failure to maintain required capital adequacy ratio levels;•

downgrades in our credit ratings;•

the effect of changes in general economic conditions in Japan and elsewhere;•

our ability to avoid reputational harm; and•the effectiveness of our operational, legal and other risk management policies.

Our forward-looking statements are not guarantees of future performance and involve risks anduncertainties. Actual results may differ from those in the forward-looking statements as a result of various
factors. We identify in this annual report in “Item 3.D. Key Information—Risk Factors,” “Item 4.B. Informationon the Company—Business Overview,” “Item 5. Operating and Financial Review and Prospects” and elsewhere,
some, but not necessarily all, of the important factors that could cause these differences.
We do not intend to update our forward-looking statements. We are under no obligation, and disclaim any
obligation, to update or alter our forward-looking statements, whether as a result of new information, future
events or otherwise.

4

PART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A. Selected Financial Data
The following tables set forth our selected consolidated financial data.
The first table below sets forth selected consolidated financial data of Mizuho Financial Group as of and forthe fiscal years ended March 31, 2007, 2008 and 2009 which have been derived from the audited consolidated
financial statements of Mizuho Financial Group prepared in accordance with U.S. GAAP included in this annual
report.
The second table below sets forth selected consolidated financial data of Mizuho Financial Group as of andfor the fiscal years ended March 31, 2005, 2006, 2007, 2008 and 2009 derived from Mizuho Financial Group’s
consolidated financial statements prepared in accordance with accounting principles generally accepted in Japan,
or Japanese GAAP.
The consolidated financial statements of Mizuho Financial Group as of and for the fiscal years ended
March 31, 2007, 2008 and 2009 prepared in accordance with U.S. GAAP have been audited in accordance withthe standards of the Public Company Accounting Oversight Board (United States) by Ernst & Young ShinNihon
LLC, independent registered public accounting firm.
You should read the U.S. GAAP selected consolidated financial information presented below together with
the information included in “Item 5. Operating and Financial Review and Prospects” and the audited
consolidated financial statements, including the notes thereto, included in this annual report. The information
presented below is qualified in its entirety by reference to that information.

5

U.S. GAAP Selected Consolidated Financial Information
As of and for the fiscal years ended March 31,
2007
2008
2009
(in millions of yen, except per share data andpercentages)

Statement of income data:
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 2,639,307
1,571,389¥ 3,110,260
1,911,522¥ 2,384,191
1,102,015

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . .

1,067,918
182,115

1,198,738(57,766)

1,282,176
567,396

Net interest income after provision (credit) for loan losses . . . .
Noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before income tax expense . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

885,803
1,195,948
1,294,648
787,103
163,221

1,256,504
1,094,943
1,450,653
900,794
672,176

714,780452,227
1,463,546(296,539)
761,908

228,618¥ (1,058,447)

208,643(1,077,787)

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to common shareholders . . . . . . .
Amounts per share(2):Basic earnings per common share—net income (loss)
attributable to common shareholders . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share—net income (loss)
attributable to common shareholders . . . . . . . . . . . . . . . . . . .
Number of shares used to calculate basic earnings per commonshare (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of shares used to calculate diluted earnings percommon share (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends per share declared during the fiscal year:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth series class IV preferred stock . . . . . . . . . . . . . . . . .
Sixth series class VI preferred stock . . . . . . . . . . . . . . . . . .
Eleventh series class XI preferred stock . . . . . . . . . . . . . . .
Thirteenth series class XIII preferred stock . . . . . . . . . . . .

6¥623,882¥

600,408

¥

51.73

¥

18.17

¥

(95.96)

¥

48.71

¥

16.77

¥

(95.96)

11,479,942

11,231,269

12,713,841

13,568,015

11,231,269

¥
$
¥
$
¥
$
¥
$
¥
$

11,607,550

4.00
0.03
47.60
0.40
42.00
0.36
20.00
0.17
30.00
0.26

¥
$

¥
$
¥
$

7.00
0.07
—
—
—
—
20.00
0.20
30.00
0.30

¥
$

¥
$
¥
$

10.00
0.10
—
—
—
—
20.00
0.20
30.00
0.30

As of and for the fiscal years ended March 31,
2007
2008
2009
(in millions of yen, except per share data andpercentages)

Balance sheet data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial data:
Return on equity and assets:
Net income (loss) attributable to common shareholders as apercentage of total average assets . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to common shareholders as apercentage of average shareholders’ equity . . . . . . . . . . .
Dividends per common share as a percentage of basic
earnings per common share . . . . . . . . . . . . . . . . . . . . . . . .
Average shareholders’ equity as a percentage of total
average assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income as a percentage of total averageinterest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥147,381,279
68,236,720
142,376,976
83,751,304
7,073,936
3,532,492
4,662,700¥151,317,756
67,572,004
147,749,599
86,429,065
7,618,910
3,437,420
3,268,800¥155,083,031
71,787,309
154,045,851
87,075,727
8,017,770
3,386,792
846,047

0.42%

0.14%

(0.73)%

14.69%

5.20%(48.50)%13.53%

55.02%(10.42)%

2.87%

2.73%

1.51%

0.79%

0.86%

0.92%

Notes:(1) Yen amounts for cash dividends per share for the fiscal years ended March 31, 2007, 2008 and 2009 are
expressed in U.S. dollars at the rate of ¥117.56 = $1.00, ¥99.85 = $1.00 and ¥99.15 = $1.00, respectively.
These rates are the noon buying rates on March 31, 2007, 2008 and 2009 in New York City for cabletransfers in yen as certified for customs purposes by the Federal Reserve Bank of New York.
(2) Under the new central book-entry transfer system in Japan, which became effective in January 2009,
fractional shares are not eligible for book-entry transfer. Accordingly, an allotment of shares or fractions ofa share without consideration was made to all shareholders and holders of fractional shares at the rate of 999
shares per 1 share and 9.99 shares per every 0.01 of a share, effective on January 4, 2009. The amounts per
share for the fiscal years ended March 31, 2007 and 2008 have been adjusted to reflect such allotment.

7

Japanese GAAP Selected Consolidated Financial Information
As of and for the fiscal years ended March 31,
2005
2006
2007
2008
2009
(in millions of yen, except per share data and percentages)

Statement of income data:
Interest income . . . . . . . . . . . . . . . . . . . . . ¥1,584,415 ¥1,935,048 ¥2,562,642 ¥2,864,796 ¥2,144,436Interest expense . . . . . . . . . . . . . . . . . . . . .
477,983
872,403 1,472,378 1,801,156 1,075,584
Net interest income . . . . . . . . . . . . . . . . . .
Fiduciary income . . . . . . . . . . . . . . . . . . . .
Net fee and commission income . . . . . . . .
Net trading income . . . . . . . . . . . . . . . . . .
Net other operating income (loss) . . . . . . .
General and administrative expenses . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . .
Other expenses . . . . . . . . . . . . . . . . . . . . .
Income (loss) before income taxes andminority interests . . . . . . . . . . . . . . . . . .
Income taxes:
Current . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . .
Minority interests in net income . . . . . . . .

1,106,432
63,253472,628
165,059
185,724
1,091,348
735,297
693,989

1,062,645
78,843555,935
204,941
100,073
1,095,243
502,212429,265

1,090,264
66,958551,124
261,544
147,507
1,091,602
522,816
573,7141,063,639 1,068,851
64,35555,891
494,526
416,653
56,149301,521(17,737)(35,951)
1,124,527 1,192,701
579,737
260,568
630,079 1,280,711

943,059

980,142974,898

486,062(405,877)

19,817235,227
60,63064,038185,035
81,16443,267
223,699
86,96532,212
118,546
24,07948,247
109,103
25,586

Net income (loss) . . . . . . . . . . . . . . . . . . . ¥ 627,383 ¥ 649,903 ¥ 620,965 ¥ 311,224 ¥ (588,814)
Net income (loss) per share(1):Basic . . . . . . . . . . . . . . . . . . . . . . . . . ¥54,625.61 ¥55,157.14
Diluted . . . . . . . . . . . . . . . . . . . . . . . . 37,719.13 46,234.51
Cash dividends per share declared during
the fiscal year(1)(3):
Common stock . . . . . . . . . . . . . . . . . . ¥3,000 ¥
3,500$
27.98 $
29.79
First series class I preferred stock . . . ¥ 22,500—$ 209.85—
Second series class II preferredstock . . . . . . . . . . . . . . . . . . . . . . . ¥8,200 ¥
8,200$
76.48 $
69.80
Third series class III preferredstock . . . . . . . . . . . . . . . . . . . . . . . ¥ 14,000 ¥ 14,000$ 130.57 $ 119.17
Fourth series class IV preferredstock . . . . . . . . . . . . . . . . . . . . . . . ¥ 47,600 ¥ 47,600$ 443.95 $ 405.18
Sixth series class VI preferredstock . . . . . . . . . . . . . . . . . . . . . . . ¥ 42,000 ¥ 42,000$ 391.72 $ 357.51
Seventh series class VII preferredstock . . . . . . . . . . . . . . . . . . . . . . . ¥ 11,000 ¥ 11,000$ 102.59 $93.63
Eighth series class VIII preferredstock . . . . . . . . . . . . . . . . . . . . . . . ¥8,000 ¥
8,000$
74.61 $
68.10
Ninth series class IX preferredstock . . . . . . . . . . . . . . . . . . . . . . . ¥ 17,500—$ 163.22—
8¥51,474.49 ¥25,370.25 ¥48,803.07 24,640.00(54.14)— (2)¥$4,000 ¥
34.03 $——

7,000 ¥
70.11 $——

10,000100.86
—
—

—
—

—
—

—
—

—
—

—
—

—
—

¥
$

47,600404.90

—
—

—
—

¥
$

42,000357.26

—
—

—
—

—
—

—
—

—
—

—
—

—
—

—
—

—
—

—
—

—
—

2005

As of and for the fiscal years ended March 31,
2006
2007
2008
(in millions of yen, except per share data and percentages)

2009

Tenth series class X
preferred stock . . . . . ¥5,380 ¥
5,380
—
—
—
$
50.18 $
45.80———
Eleventh series class XI
preferred stock . . . . . ¥20,000 ¥20,000 ¥20,000 ¥20,000 ¥20,000$186.53 $170.24 $170.13 $200.30 $201.71
Twelfth series class XI
preferred stock . . . . . ¥
2,500
—
—
—
—
$
23.32
—
—
—
—
Thirteenth seriesclass XIII preferredstock . . . . . . . . . . . . ¥30,000 ¥30,000 ¥30,000 ¥30,000 ¥30,000$279.80 $255.36 $255.19 $300.45 $302.57
Balance sheet data:
Total assets . . . . . . . . . . . . . ¥143,076,236 ¥149,612,794 ¥149,880,031 ¥154,412,105 ¥152,723,070
Loans and bills
discounted(4) . . . . . . . . . .
62,917,336
65,408,672
65,964,301
65,608,705
70,520,224
Securities . . . . . . . . . . . . . . .
36,047,035
37,702,957
36,049,983
33,958,537
30,173,632
Deposits(5) . . . . . . . . . . . . . .
80,368,058
82,367,125
83,608,304
86,264,041
86,539,020
Shareholders’ equity(6) . . . . .
3,905,726
4,804,993———
Net assets(6) . . . . . . . . . . . . .
——6,724,408
5,694,159
4,186,606
Risk-adjusted capital data(7):Tier 1 capital . . . . . . . . . . . . ¥ 4,172,047 ¥ 4,555,947 ¥ 4,933,561 ¥ 4,880,188 ¥ 3,766,364
Total qualifying capital . . . .
8,020,233
8,993,255
8,841,383
7,708,341
6,226,996
Total risk adjusted assets . . .
67,324,998
77,534,548
70,795,493
65,872,866
58,983,932
Tier 1 capital ratio . . . . . . . .
6.19%
5.87%
6.96%
7.40%
6.38%
Capital adequacy ratio . . . . .
11.91%
11.59%
12.48%
11.70%
10.55%
Notes:(1) Under the new central book-entry transfer system in Japan, which became effective in January 2009,
fractional shares are not eligible for book-entry transfer. Accordingly, an allotment of shares or fractions ofa share without consideration was made to all shareholders and holders of fractional shares at the rate of 999
shares per 1 share and 9.99 shares per every 0.01 of a share, effective on January 4, 2009. The amounts per
share in the table above through the fiscal year ended March 31, 2008 do not reflect such allotment.
(2) Diluted net income per share is not shown due to net loss per share for the fiscal year ended March 31, 2009.
(3) Yen amounts are expressed in U.S. dollars at the rate of ¥107.22 = $1.00, ¥117.48 = $1.00, ¥117.56 = $1.00,¥99.85 = $1.00 and ¥99.15 = $1.00 for the fiscal years ended March 31, 2005, 2006, 2007, 2008 and 2009,
respectively. These rates are the noon buying rates on the respective fiscal year-end dates in New York City
for cable transfers in yen as certified for customs purposes by the Federal Reserve Bank of New York.
(4) Bills discounted refers to a form of financing in Japan under which promissory notes obtained bycorporations through their regular business activities are purchased by banks prior to their payment dates at
a discount based on prevailing interest rates.
(5) Includes negotiable certificates of deposit.
(6) On December 9, 2005, the Accounting Standards Board of Japan issued a new accounting standard forpresentation of net assets in the balance sheet, which is effective for fiscal years ending on or after May 1,
2006. Under the new accounting standard, the line item previously presented as “shareholders’ equity” is
now presented as “net assets,” and the line items “minority interests” and “net deferred hedge gains orlosses, net of taxes” are now presented as components of net assets. Accordingly, the presentations of net
assets in the balance sheets as of March 31, 2007, 2008 and 2009 are not directly comparable toshareholders’ equity for prior periods.
9(7) Risk-adjusted capital data for the fiscal years ended March 31, 2007, 2008 and 2009 are calculated under
Basel II basis while those for the fiscal years ended March 31, 2005 and 2006 are calculated under Basel I
basis. We adopted the advanced internal ratings-based approach (AIRB approach) for the calculation of riskadjusted assets associated with credit risk from the fiscal year ended March 31, 2009. For more details on
capital adequacy requirements set by the Bank for International Settlements (“BIS”), and the guideline
implemented by the FSA in compliance thereto, see “Item 5. Operating and Financial Review andProspects—Capital Adequacy.”
There are certain differences between U.S. GAAP and Japanese GAAP. The differences between U.S.
GAAP and Japanese GAAP applicable to us primarily relate to the accounting for derivative financial
instruments and hedging activities, investments, loans, allowances for loan losses and off-balance-sheet
instruments, premises and equipment, real estate sales and leasebacks, land revaluation, business combinations,
Financial Stabilization Funds, pension liabilities, consolidation of variable interest entities and deferred taxes.
See “Item 5. Operating and Financial Review and Prospects—Reconciliation with Japanese GAAP.” In addition,
under Japanese GAAP, a restatement of prior year financial statements reflecting the effect of a change inaccounting principles is not permitted, unlike under U.S. GAAP, which generally requires a restatement upon a
voluntary change in accounting principles.
Exchange Rate Information
The following table sets forth, for each period indicated, the noon buying rate in New York City for cabletransfers in yen as certified for customs purposes by the Federal Reserve Bank of New York, expressed inJapanese yen per $1.00. The exchange rates are reference rates and are not necessarily the rates used to calculate
ratios or the rates used to convert yen to U.S. dollars in the financial statements contained in this annual report.
Low
Average(1)(yen per dollar)

Periodend

Fiscal years ended March 31,

High2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 (through August 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

114.30120.93121.81124.09110.48100.71102.26104.41110.07
96.88
87.80
92.33

107.28113.67116.55113.61100.8595.98

107.22117.48117.56
99.85
99.15
94.64

February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98.55
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.34
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.71
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.24
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98.56
July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96.41
August (through August 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97.65

89.09
93.85
96.49
94.45
95.19
92.33
94.64

—
—
—
—
—
—
—

—
—
—
—
—
—
—

Calendar year 2009

Note:(1) Calculated by averaging the exchange rates on the last business day of each month during the respective
periods.
The noon buying rate as of August 14, 2009 was ¥94.64 = $1.00.
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
103.D. Risk Factors
Investing in our securities involves a high degree of risk. You should carefully consider the risks described
below as well as the other information in this annual report, including our consolidated financial statements andrelated notes, “Item 5. Operating and Financial Review and Prospects,” “Item 11. Quantitative and Qualitative
Disclosures about Market Risk” and “Selected Statistical Data.”
Our business, financial condition and operating results could be materially adversely affected by any of thefactors discussed below. The trading price of our securities could decline due to any of these factors. This annual
report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of various factors, including therisks faced by us described below and elsewhere in this annual report. See “Forward-Looking Statements.”
Risks Relating to Our BusinessWe may incur significant credit-related and other costs in the future due to problem loans.
We are the primary bank lender for a large number of our corporate customers, and the amount of our loans
and other claims to each of our major customers is significant. In addition, while we have made efforts todiversify our credit exposure along industry lines, the proportion of credit exposure to customers in theconstruction and real estate, banks and other financial institutions, and wholesale and retail industries is relatively
high. We manage our credit portfolio by regularly monitoring the credit profile of each of our customers, theprogress made on restructuring plans and credit exposure concentrations in particular industries or corporategroups, and we also utilize credit derivatives for hedging and credit risk mitigation purposes. In addition, we
regularly assess the value of collateral and guarantees. However, depending on trends in the domestic and global
economic environment, the business environment in particular industries and other factors, the amount of ourproblem loans and other claims could increase significantly, including as a result of the deterioration in the credit
profile of customers for which we are the primary bank lender, other major customers or customers belonging toindustries to which we have significant credit exposure, and the value of collateral and guarantees could decline.
In the fiscal year ended March 31, 2009, our credit-related costs increased as a result of the deteriorating
performance of our corporate customers in and outside of Japan due to the worsening economic environment andthe effects of the dislocation in global financial markets as well as the provision for loan losses based on revised
assumptions amid the uncertainty regarding the future economic environment. There can be no assurance thatcredit-related and other costs will not increase in the future as a result of the foregoing or otherwise.
Our equity investment portfolio exposes us to market risks that could adversely affect our financial
condition and results of operations.
We hold substantial investments in marketable equity securities, mainly common stock of Japanese listedcompanies. In addition to the partial hedges that we apply as we deem necessary in recent years, we sold aportion of such investments, and we may make further sales in the future. However, significant declines inJapanese stock prices in the future would lead to unrealized losses, losses on impairment and losses from sales of
equity securities which could have a material adverse effect on our financial condition and results of operations.
In the fiscal year ended March 31, 2009, we incurred significant impairment and other losses as a result of thedecline in Japanese and other stock markets. In addition, net unrealized gains and losses on such investments,
based on Japanese GAAP, are taken into account when calculating the amount of capital for purposes of thecalculation of our capital adequacy ratios, and as a result, a decline in the value of such investments would
negatively affect such ratios. As a result, our financial condition and results of operations could be materially andadversely affected.
Changes in interest rates could adversely affect our financial condition and results of operations.
We hold a significant amount of bonds, consisting mostly of Japanese government bonds, and other
instruments primarily for the purpose of investment. As a result of such holdings, an increase in interest rates,
11

primarily yen interest rates, could lead to unrealized losses of bonds or losses from sales of bonds. In addition,
mainly due to differences in maturities between financial assets and liabilities, changes in interest rates could
have an adverse affect on our average interest rate spread. We manage interest rate risk under our risk
management policies, which provide for adjustments in the composition of our bond portfolio and the utilizationof derivatives and other hedging methods to reduce our exposure to interest rate risk. However, in the event of asignificant increase in interest rates, including as a result of a change in Japanese monetary policy and market
trends, our financial condition and results of operations could be materially and adversely affected.
Our financial condition and results of operations could be adversely affected by foreign exchange rate
fluctuations.
A portion of our assets and liabilities is denominated in foreign currencies, mainly the U.S. dollar. The
difference between the amount of assets and liabilities denominated in foreign currencies leads to foreign currencytranslation gains and losses in the event of fluctuations in foreign exchange rates. Although we hedge a portion of
our exposure to foreign exchange rate fluctuation risk, our financial condition and results of operations could bematerially and adversely affected if future foreign exchange rate fluctuations significantly exceed our expectations.
We may incur further losses relating to decreases in the market liquidity of assets that we hold.
The market liquidity of the various marketable assets that we hold may decrease significantly due to turmoil
in financial markets and other factors, and the value of such assets could decline as a result. Since the fiscal year
ended March 31, 2008, we incurred significant losses related to declines in the value of our investments insecuritization products and other assets as a result of significant decrease in the market liquidity amidst thedislocation in global financial markets stemming from U.S. subprime loan issues. See “Item 5. Operating and
Financial Review and Prospects—Overview—Business Trends.” If the market liquidity of our assets decreases
significantly in the future, including as a result of the dislocation in global financial markets mentioned above,
our financial condition and results of operations could be materially and adversely affected.
Our pension-related costs could increase as a result of revised assumptions or changes in our pension
plans.
Our pension-related costs and projected benefit obligations are calculated based on assumptions regarding
projected returns on pension plan assets and various actuarial assumptions relating to the plans. If actual results
differ from our assumptions or we revise our assumptions in the future, due to changes in the stock markets,
interest rate environment or otherwise, our pension-related costs and projected benefit obligations could increase.
In addition, any future changes to our pension plans could also lead to increases in our pension-related costs andprojected benefit obligations. As a result, our financial condition and results of operations could be materiallyand adversely affected.
A decline in deferred tax assets due to a change in our estimation of future taxable income could adversely
affect our financial condition and results of operations.
We recorded deferred tax assets based on a reasonable estimation of future taxable income in accordancewith applicable accounting standards. Our financial condition and results of operations could be materially andadversely affected if our deferred tax assets decline due to a change in our estimation of future taxable income
and other factors.
Financial transactions entered into for hedging and other similar purposes could adversely affect our
financial condition and results of operations.
The accounting and valuation methods applied to credit and equity derivatives and other financialtransactions that we enter into for hedging and credit risk mitigation purposes are not always consistent with the12accounting and valuation methods applied to the assets that are being hedged. Consequently, in some cases, due
to changes in the market or otherwise, losses related to such financial transactions during a given period may
adversely affect net income, while the corresponding increases in the value of the hedged assets do not have aneffect on net income for such period. As a result, our financial condition and results of operations could bematerially and adversely affected during the period.
Failure to maintain capital adequacy ratios above minimum required levels, as a result of thematerialization of risks or regulatory changes, could result in restrictions on our business activities.
We endeavor to maintain sufficient levels of capital adequacy ratios, which are calculated pursuant tostandards set forth by Japan’s Financial Services Agency and based on Japanese GAAP, taking into account ourplans for investments in risk assets, the efficiency of our capital structure and other factors. However, our capital
adequacy ratios could decline in the future, including as a result of the materialization of any of the risks
enumerated in these “Risk Factors” and changes to the methods we use to calculate capital adequacy ratios. Also,
the maximum amount of net deferred tax assets that can be recorded for the purpose of calculating capital
adequacy ratios without diminishing the amount of Tier 1 capital under Japanese capital adequacy regulations is
20% of Tier 1 capital. Our or our banking subsidiaries’ regulatory capital and capital adequacy ratios could
decline due to such regulations.
In addition, if the framework set by the Basel Committee on Banking Supervision, upon which the Financial
Services Agency’s rules concerning banks’ capital adequacy ratios are based, is changed or if the Financial
Services Agency otherwise changes its banking regulations, our capital adequacy ratios could decline.
If the capital adequacy ratios of us and our banking subsidiaries fall below specified levels, the Financial
Services Agency could require us to take corrective actions, including, depending on the level of deficiency,
submission of an improvement plan that would strengthen our capital base, a reduction of our total assets or asuspension of a portion of our business operations. In addition, some of our banking subsidiaries are subject tocapital adequacy regulations in foreign jurisdictions such as the United States, and our business could be
adversely affected if their capital adequacy ratios fall below specified levels.
Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
Credit ratings are assigned to Mizuho Financial Group, our banking subsidiaries and a number of our othersubsidiaries by major domestic and international credit rating agencies. The credit ratings are based on
information furnished by us or obtained by the credit rating agencies from independent sources and are also
influenced by credit ratings of Japanese government bonds and general views regarding the Japanese financial
system as a whole. The credit ratings are subject to revision, suspension or withdrawal by the credit rating
agencies at any time. A downgrade in our credit ratings could result in, among other things, the following:•

increased funding costs and other difficulties in raising funds;•

the need to provide additional collateral in connection with financial market transactions; and•the termination or cancellation of existing agreements.

As a result, our business, financial condition and results of operations could be materially and adversely
affected.
Our business will be adversely affected if we encounter difficulties in raising funds.
We rely principally on deposits and debentures as our funding sources. In addition, we also raise funds inthe financial markets. Our efforts to maintain stable funding, such as setting maximum limits on financial market
funding and monitoring our liquidity position to apply appropriate funding policies, may not be sufficient to13

prevent significant increases in our funding costs or cash flow problems if we encounter difficulties in attracting
deposits or otherwise raising funds. Such difficulties could result, among other things, from any of the following:•

adverse developments with respect to our financial condition and results of operations;•downgrading of our credit ratings or damage to our reputation; or•a reduction in the size and liquidity of the debt markets due for example to the decline in the domestic
and global economy, concerns regarding the financial system or turmoil in financial markets and otherfactors.

We will be exposed to new or increased risks as we expand the range of our products and services.
We offer a broad range of financial services, including banking, securities, trust and other services. As theneeds of our customers become more sophisticated and broader in scope, and as the Japanese financial industry
continues to be deregulated, we have been entering into various new areas of business, including throughbusiness alliances, which expose us to new risks. While we have developed and intend to maintain risk
management policies that we believe are appropriate to address such risks, if a risk materializes in a manner or toa degree outside of our expectations, our business, financial condition and results of operations could bematerially and adversely affected.
We are subject to various laws and regulations, and violations could result in penalties and otherregulatory actions.
Our business and employees in Japan are subject to various laws and regulations, including those applicable tofinancial institutions as well as general laws applicable to our business activities, and we are under the regulatory
oversight of the Financial Services Agency. Our businesses outside of Japan are also subject to the laws andregulations of the jurisdictions in which they operate and are subject to oversight by the regulatory authorities of
those jurisdictions. Our compliance and legal risk management structures are designed to prevent violations of suchlaws and regulations, but they may not be effective in preventing all future violations. For example, in October
2007, Mizuho Securities Co., Ltd. received a business improvement order from the Financial Services Agency
relating to the receipt of non-public information from its parent bank and the use of such information for customer
solicitation. Future violations of laws and regulations could result in regulatory action and harm our reputation, andour business, financial condition and results of operations could be materially and adversely affected.
Employee errors and misconduct could subject us to losses and reputational harm.
Because we process a large number of transactions in a broad range of businesses, we are subject to the riskof various operational errors and misconduct, including those caused by employees. Our measures to reduce
employee errors, including establishment of operational procedures, regular reviews regarding compliance withthese procedures, employee training and automation of our operations, may not be effective in preventing all
employee errors and misconduct. Significant operational errors and misconduct in the future could result in
losses, regulatory action or harm to our reputation. As a result, our business, financial condition and results ofoperations could be materially and adversely affected.
Problems relating to our information technology systems could significantly disrupt our business
operations.
We depend significantly on information technology systems with respect to almost all aspects of ourbusiness operations. Our information technology systems network, including those relating to bank accounting
and cash settlement systems, interconnects our branches and other offices, our customers and various clearing
and settlement systems located worldwide. Our efforts to sustain stable daily operations and development ofcontingency plans for unexpected events, including the implementation of backup and redundancy measures,
may not be effective in preventing significant disruptions to our information technology systems caused by,
14

among other things, human error, accidents, hacking, computer viruses and development and renewal ofcomputer systems. In the event of any such disruption, our business, financial condition and results of operations
could be materially and adversely affected due to disruptions in our business operations, liability to customers
and others, regulatory actions or harm to our reputation.
Our reputation could be harmed and we may be subject to liabilities and regulatory actions if we areunable to protect personal and other confidential information.
We handle various confidential or non-public information, including those of our individual and corporate
customers, in the ordinary course of our business. The information management policies we maintain and enforce
to prevent information leaks and improper access to such information, including those designed to meet the strict
requirements of the Personal Information Protection Law of Japan which became fully effective in April 2005,
may not be effective in preventing all such problems. Leakage of important information in the future could resultin liabilities and regulatory actions and may also lead to significant harm to our reputation. As a result, ourbusiness, financial condition and results of operations could be materially and adversely affected.
Our business would be harmed if we are unable to attract and retain skilled employees.
Many of our employees possess skills and expertise that are important to maintain our competitiveness andto operate our business efficiently. We may not be successful in attracting and retaining sufficient skilledemployees through our hiring efforts and training programs aimed to maintain and enhance the skills andexpertise of our employees, in which event our competitiveness and efficiency could be significantly impaired.
As a result, our business, financial condition and results of operations could be materially and adversely affected.
Our failure to establish, maintain and apply adequate internal controls over financial reporting could
negatively impact investor confidence in the reliability of our financial statements.
As a New York Stock Exchange-listed company and an SEC registrant, we have developed disclosure
controls and procedures and internal control over financial reporting pursuant to the requirements of the
Sarbanes-Oxley Act of 2002 and rules and regulations of the SEC promulgated pursuant thereto. Our
management reports on, and our independent registered public accounting firm attests to, the effectiveness of ourinternal controls over financial reporting, as required, in our annual report on Form 20-F. In addition, ourmanagement is required to report on our internal control over financial reporting, and our independent registeredpublic accounting firm is required to provide its opinion concerning the report of our management, in accordancewith the Financial Instruments and Exchange Law of Japan. To the extent any issues are identified through theforegoing processes, there can be no assurance that we will be able to address them in a timely manner or at all.
Furthermore, even if our management concludes that our internal control over financial reporting are effective,
our independent registered public accounting firm may still be unable to issue a report that concludes that ourinternal control over financial reporting are effective. In either case, we may lose investor confidence in thereliability of our financial statements.
We are subject to risk of litigation and other legal proceedings.
As a financial institution engaging in banking and other financial businesses in and outside of Japan, we aresubject to the risk of litigation for damages and other legal proceedings in the ordinary course of our business.
Adverse developments related to future legal proceedings could have a material adverse effect on our financial
condition and results of operations.
Our risk management policies and procedures may not adequately address unidentified or unanticipatedrisks.
We devote significant resources to strengthening our risk management policies and procedures. Despite this,and particularly in light of the rapid evolution of our operations, our policies and procedures designed to identify,
15monitor and manage risks may not be fully effective. Some of our methods of managing risks are based upon ouruse of observed historical market behavior. As a result, these methods may not accurately predict future risk
exposures, which could be significantly greater than the historical measures indicate. If our risk management
policies and procedures do not function effectively, our financial condition and results of operations could bematerially and adversely affected.
Transactions with counterparties in Iran and other countries designated by the U.S. Department of Stateas state sponsors of terrorism may lead some potential customers and investors to avoid doing businesswith us or investing in our securities.
U.S. law generally prohibits U.S. persons from doing business with countries designated by the U.S.
Department of State as state sponsors of terrorism (the “Designated Countries”), which includes Iran, Cuba,
Sudan and Syria, and we maintain policies and procedures to comply with U.S. law. Our non-U.S. offices engage
in transactions relating to the Designated Countries on a limited basis and in compliance with applicable laws
and regulations, including trade financing with respect to our customers’ export or import transactions,maintenance of correspondent banking accounts and interbank money market transactions. In addition, we
maintain a representative office in Iran and provide project financing to entities in Iran. We also maintaincorrespondent banking accounts for and with, a number of Iranian banks that the U.S. Office of Foreign Assets
Control identifies as “specially designated nationals.” We do not believe our operations relating to the
Designated Countries are material to our business, financial condition or results of operations. We maintain
policies and procedures to ensure compliance with applicable Japanese and U.S. laws and regulations.
We are aware of initiatives by U.S. governmental entities and U.S. institutional investors, such as pension
funds, to adopt laws, regulations or policies prohibiting transactions with or investment in, or requiring
divestment from, entities doing business with Iran and other Designated Countries. It is possible that suchinitiatives may result in our being unable to retain or acquire entities that are subject to such prohibitions as
customers or investors in our securities. In addition, depending on socio-political developments, our reputation
may suffer due to our association with the Designated Countries. The above circumstances could have asignificant adverse effect on our business or the price of our securities.
Our common stock may be subject to dilution as a result of conversion of our convertible preferred stock.
Holders of our eleventh series class XI preferred stock may convert their shares to common stock byrequesting us to acquire such shares and issue or transfer common stock to them at any time between July 1, 2008
and June 30, 2016, with mandatory conversion on July 1, 2016. Due to the dilution of our common stock that
occurs as a result of the increase in the number of outstanding shares of common stock upon such conversion, theprice of our common stock could decline.
We may be subject to risks related to dividend distributions.
As a holding company, we rely on dividend payments from our banking and other subsidiaries for almost allof our income. As a result of restrictions, such as those on distributable amounts under Japan’s Company Law, orotherwise, our banking and other subsidiaries may decide not to pay dividends to us. In addition, we may
experience difficulty in making, or become unable to make, dividend payments to our shareholders and dividend
payments on the preferred securities issued by our overseas special purpose companies due to the deterioration of
our results of operations and financial condition and/or the restrictions under the Company Law. For more
information on restrictions to dividend payments under the Company Law, see “Item 10.B. Additional
Information—Memorandum and Articles of Association.”
We may be adversely affected if economic or market conditions in Japan or elsewhere deteriorate.
We conduct business operations in Japan as well as overseas, including in the United States, Europe andAsia. If general economic conditions in Japan or other regions were to deteriorate or if the financial markets
16become subject to turmoil, we could experience weakness in our business, as well as deterioration in the qualityof our assets. For example, in recent years, we incurred significant losses related to declines in the value of ourinvestments in securitization products, an increase in credit-related costs, an increase in impairment of equity
securities and others as a result of the impact of the dislocation in global financial markets and the worsening
economic environment. Future deterioration in general economic conditions or financial market turmoil could
materially and adversely affect our financial condition and results of operations.
Amendments and other changes to the laws and regulations that are applicable to us could have an
adverse effect on us.
We are subject to various laws and regulations in and outside of Japan, including those applicable tofinancial institutions as well as general laws applicable to our business activities. If the laws and regulations thatare applicable to us are amended or otherwise changed, for example in a way that restricts us from engaging inbusiness activities that we currently conduct, our business, financial condition and results of operations could bematerially and adversely affected.
The market for financial services in Japan is increasingly competitive.
Ongoing deregulation in Japan has significantly lowered the barriers to entry with respect to the provision ofbanking, securities, trust and other financial services. While such deregulation has the effect of increasing ourown business opportunities, it also allows other major financial groups, foreign financial institutions, non-bankfinance companies, government-affiliated entities such as Japan Post Bank and other financial services providers
to enter into new business areas or expand existing businesses. As a result, competition in the financial services
industry has been intensifying in recent years and could intensify further in the future. If we are unable torespond effectively to current or future competition, our business, financial condition and results of operations
could be adversely affected.
Our business could be significantly disrupted due to natural disasters, accidents or other causes.
Our headquarters, branch offices, information technology centers, computer network connections and otherfacilities are subject to the risk of damage from natural disasters such as earthquakes and typhoons as well asfrom acts of terrorism and other criminal acts. In addition, our business could be materially disrupted as a resultof an epidemic such as influenza A (H1N1). Our business, financial condition and results of operations could be
adversely affected if our recovery efforts, including our implementation of contingency plans that we havedeveloped such as establishing back-up offices, are not effective in preventing significant disruptions to ourbusiness operations caused by natural disasters and criminal acts.
Negative rumors about us could have an adverse effect on us.
Our business depends on maintaining the trust of depositors and other customers and market participants.
Negative rumors about us, spread through media coverage, communications between market participants,
Internet postings or otherwise, could lead to our customers and market participants believing factually incorrect
information about us and harm our reputation. In the event we are unable to dispel such rumors or otherwise
restore our reputation, our business, financial condition, results of operations and the price of our securities could
be materially and adversely affected.

17

Risks Related to Owning Our Shares
Rights of shareholders under Japanese law may be more limited than under the law of other jurisdictions.
Our articles of incorporation, our regulations of board of directors and Japan’s Company Law govern our
corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ andofficers’ fiduciary duties and shareholders’ rights may be different from or less clearly defined than those thatwould apply if we were incorporated in another jurisdiction. For example, under the Company Law, only holders
of 3% or more of the total voting rights or total outstanding shares are entitled to examine our accounting books
and records. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under thelaw of jurisdictions within the United States or other countries. For more information on the rights ofshareholders under Japanese law, see “Item 10.B. Additional Information—Memorandum and Articles of
Association.”
It may not be possible for investors to effect service of process within the United States upon us or our
directors, senior management or corporate auditors, or to enforce against us or those persons judgments
obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of theUnited States.
We are a joint stock corporation incorporated under the laws of Japan. Almost all of our directors, senior
management and corporate auditors reside outside the United States. Many of the assets of us and these persons
are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors
to effect service of process within the United States upon us or these persons or to enforce, against us or these
persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal
securities laws of the United States. We believe that there is doubt as to the enforceability in Japan, in originalactions or in actions to enforce judgments of U.S. courts, of claims predicated solely upon the federal securities
laws of the United States.
Risks Related to Owning Our ADSs
As a holder of ADSs, you have fewer rights than a shareholder and you must act through the depositary to
exercise these rights.
The rights of our shareholders under Japanese law to take actions such as voting their shares, receiving
dividends and distributions, bringing derivative actions, examining our accounting books and records andexercising appraisal rights are available only to shareholders of record. Because the depositary, through its
custodian, is the record holder of the shares underlying the ADSs, a holder of ADSs may not be entitled to thesame rights as a shareholder. In your capacity as an ADS holder, you are not able to bring a derivative action,
examine our accounting books and records or exercise appraisal rights, except through the depositary.
Foreign exchange rate fluctuations may affect the U.S. dollar value of our ADSs and dividends payable toholders of our ADSs.
Market prices for our ADSs may fall if the value of the yen declines against the U.S. dollar. In addition, theU.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced if
the value of the yen declines against the U.S. dollar.

18

ITEM 4.

INFORMATION ON THE COMPANY

4.A. History and Development of the Company
The Mizuho Group
The Mizuho group was created on September 29, 2000 through the establishment of Mizuho Holdings, Inc.
as a holding company of our three predecessor banks, The Dai-Ichi Kangyo Bank, The Fuji Bank and The
Industrial Bank of Japan. On October 1, 2000, the respective securities subsidiaries of the predecessor banks
merged to form Mizuho Securities, and the respective trust bank subsidiaries merged on the same date to form
Mizuho Trust & Banking.
A further major step in the Mizuho group’s development occurred in April 2002 when the operations of ourthree predecessor banks were realigned through a corporate split and merger process under Japanese law into awholesale banking subsidiary, Mizuho Corporate Bank, and a banking subsidiary serving primarily retail andsmall and medium-sized enterprise customers, Mizuho Bank. As an additional step for realigning the groupstructure, Mizuho Financial Group was established on January 8, 2003 as a corporation organized under the lawsof Japan, and on March 12, 2003, it became the holding company for the Mizuho group through a stock-for-stock
exchange with Mizuho Holdings, which became an intermediate holding company focused on management of theMizuho group’s banking and securities businesses. The legal and commercial name of the company is Mizuho
Financial Group, Inc.
In May 2003, we initiated a project to promote early corporate revitalization of customers in need ofrevitalization or restructuring and to separate the oversight of restructuring borrowers from the normal credit
origination function. In July 2003, our three principal banking subsidiaries, Mizuho Corporate Bank, Mizuho
Bank and Mizuho Trust & Banking each transferred loans, equity securities and other claims outstanding relating
to approximately 950 companies to new subsidiaries that they formed. In October 2005, based on the significant
reduction in the balance of impaired loans held by these new subsidiaries, which we call the “revitalization
subsidiaries,” we deemed the corporate revitalization project to be complete, and each of the revitalization
subsidiaries was merged into its respective banking subsidiary parent.
In the fiscal year ended March 31, 2006, we realigned our entire business operations into a Global Corporate
Group, Global Retail Group and Global Asset and Wealth Management Group. In October 2005, in connection
with this realignment, we established Mizuho Private Wealth Management Co., Ltd., a private banking
subsidiary, and converted Mizuho Holdings on October 1, 2005 from an intermediate holding company into
Mizuho Financial Strategy Co., Ltd., an advisory company that provides advisory services to financial
institutions.
In May 2009, Mizuho Securities and Shinko Securities Co., Ltd. completed a merger. The merged entity,
Mizuho Securities, is our subsidiary and listed on the Tokyo Stock Exchange and other Japanese stock
exchanges. Through the merger, we aim to improve our service-providing capabilities to our clients and to offer
competitive cutting-edge financial services on a global basis.
Principal Capital Expenditures and Divestitures
Since 2007, Mizuho Bank has been purchasing common stock of Credit Saison from time to time, infurtherance of our aim to promote the alliance with Credit Saison, Mizuho Bank and Mizuho Corporate Bank
together owned 11.76% of the total outstanding shares of common stock of Credit Saison as of July 30, 2009.
Other Information
Our registered address is 5-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8333, Japan, and our telephone
number is 81-3-5224-1111.
19

4.B. Business Overview
GeneralWe offer a variety of financial services, including banking, securities, trust and asset management services.
We align our businesses into the following three Global Groups based on our customers’ needs: the Global
Corporate Group; the Global Retail Group; and the Global Asset & Wealth Management Group. The following
summarizes the business activities of each of our three Global Groups:•

The Global Corporate Group provides sophisticated banking and securities products and services thatmeet the various needs of large corporations and other customers in and outside of Japan, utilizing
global collaboration between our corporate banking business and securities business as well as ourcomprehensive financial expertise.

•

The Global Retail Group provides a wide range of financial products and services, including those
provided through collaborations with our group companies, that meet the diverse needs of individuals,
SMEs and middle-market corporations in Japan.

•

The Global Asset & Wealth Management Group provides trust, asset management and private banking
products and services that meet the diversified and sophisticated needs of our customers.

In our efforts to strengthen our profitability, each Global Group leverages its own capabilities while at thesame time strengthens mutual collaboration. We have developed a solid internal control system, including athorough legal compliance system and advanced risk control system. In order to promote corporate social
responsibility, or CSR, we have also engaged in activities mainly in the areas of financial education support andenvironmental conservation. Regarding our support of financial education, we sponsored academic courses inuniversities and engaged in joint research programs regarding financial education in schools.
Regarding environmental conservation, we have worked on, among other things, reduction of greenhousegas emissions, and set goals for paper recycling rates and green purchase ratios, while engaging in project
finance in consideration of influences on the natural environment and society in developing regions after
becoming the first Japanese bank to adopt the Equator Principles, the international self-regulatory standard in
relation to large-scale development projects, in 2003. In addition, we promoted conversion of branches ofMizuho Bank to barrier-free layouts in an effort to become more easily accessible for everyone.
We also reinforced our corporate branding strategy by actively conveying our brand slogan, “Channel toDiscovery,” aiming to be “a financial partner that helps customers shape their future and achieve their dreams.”
We further strive to win the trust of our customers in and outside of Japan through those initiatives.
Group Operations
The Global Corporate Group
Mizuho Corporate Bank
Mizuho Corporate Bank provides various sophisticated financial products and services to large Japanese
corporations such as corporations listed on Japanese stock exchanges and their affiliates, financial institutions,public sector entities and foreign corporations, including foreign subsidiaries of Japanese corporations. We meetthe needs of our customers by utilizing our strengths such as our broad customer base, comprehensive financial
expertise and office network which covers major cities in and outside Japan. As of March 31, 2009, customers ofMizuho Corporate Bank and our other group companies included approximately 70% of all companies listed on
the Tokyo, Osaka and Nagoya stock exchanges.
Mizuho Corporate Bank engages in customer relationship management through its Global RM Group, while
individual financial products and services are developed and provided by the Global Investment Banking Group,20

the Global Transaction Banking Unit and the Global Markets Unit and the Global Alternative Investment Unit.
We offer innovative financial products and services to our customers by integrating these two functions. In
addition, the Global Portfolio Management Unit actively manages credit risk.
Global RM GroupThe Global RM group is divided into the following three business units based on customer segment:•

the Corporate Banking Unit;•

the Financial Institutions & Public Sector Business Unit; and•the International Banking Unit.

The units serve as our contact points with our customers such as large corporations, financial institutions
and public sector entities in and outside Japan.
Corporate Banking Unit
The Corporate Banking Unit engages in relationship management for large Japanese corporations and theiraffiliates.
In this area, we offer financial products and services on a global basis by utilizing the expertise of our groupcompanies to meet the increasingly diverse and sophisticated needs of our customers. For example, we makeproposals related to mergers and acquisitions and business restructuring of our customers in cooperation withsections specializing in those businesses. We also offer suitable financing and optimal solutions for ourcustomers by enhancing cooperation with our group companies including Mizuho Bank, Mizuho Securities andMizuho Trust & Banking.
Financial Institutions & Public Sector Business Unit
The Financial Institutions & Public Sector Business Unit engages in relationship management for Japanesefinancial institutions and public sector entities. The unit also engages in businesses related to bonds issued bycorporations, financial institutions and public sector entities.
For financial institution customers in Japan, we offer advisory services and solutions by concentrating ourvarious financial expertise, such as financial strategy and risk management, from each Group company to meetthe increasingly sophisticated and varied needs of customers.
We aim to provide the ideal solutions to the increasingly diverse needs of Japanese public sector entities.
We actively arrange private finance initiatives and syndicated loans to meet their financing needs and propose
new finance schemes such as securitization of business assets as well as advisory services related to managerial
issues.
Regarding our bond-related businesses, with our extensive experience and achievements as a leading bankin this area, we support our customers’ financing needs by underwriting bonds issued by public sector entities
and working as the commissioned bank or fiscal agent for bonds issued by corporations, financial institutions andpublic sector entities.
International Banking Unit
The International Banking Unit engages in relationship management for foreign corporations, including
foreign subsidiaries of Japanese corporations.
We support our Japanese customers to expand their foreign operations, utilizing our financial expertise as
well as alliances with foreign financial institutions. In particular, we are promoting the support of our Japanese21

corporate customers in connection with their entry into the Chinese market by offering advisory and otherservices. We also actively provide financial services to foreign corporations that are not affiliated with Japanese
corporations through our global network.
In addition, we endeavor to meet the diverse needs of our overseas customers with respect to, among others,
project finance and trade finance.
We strengthened our international network by establishing new branches and offices mainly to help enhance
our medium-term profitability and strengthen our capability to support Japanese customers as well as promoting
stronger relationships with major foreign financial institutions to supplement regions or product areas that ourgroup is unable to cover. In the fiscal year ended March 31, 2009, we opened six new business bases mainly in
Asia. In particular, in China, we established three branches of Mizuho Corporate Bank (China), Ltd. in Qingtao,
Guangzhou and Wuhan in April, September and March, respectively, for a total number of ten bases for ourbusiness network in China, excluding Hong Kong and Taiwan. Also, our Wuhan branch is the first business baseon a Japanese bank located in inland China. With respect to other regions, we opened the Taichung branch in
April as the third business base in Taiwan, the Madrid representative office of Mizuho Corporate Bank
Nederland N.V. in September, and the Kowloon sub-branch in October. By establishing these business bases, wehave generally completed the establishment of the Group’s overseas network for the time being. In addition, we
actively developed business alliances with other financial institutions, etc., during the fiscal year ended
March 31, 2009 and established an alliance with and invested in Evercore Partners Inc., an investment bankspecializing in mergers and acquisitions, and also developed business partners in India. Also, in order to enhance
our support for our customers that are developing businesses outside Japan, we continue to cultivate cooperative
working relationships with foreign government agencies.
In December 2006, Mizuho Financial Group and Mizuho Corporate Bank obtained Financial Holding
Company status from the U.S. regulatory authorities, which enabled our securities company subsidiary in the
United States to engage in comprehensive investment banking businesses, such as the underwriting and dealingof corporate bonds, equities and other types of securities. We are promoting our full line of financial services
through a collaboration between our banking and securities operations of U.S. subsidiaries.
Global Investment Banking GroupThe Global Investment Banking Group consists of two units, the Global Syndicated Finance Unit and the
Global Financial Products Unit. We provide our customers with sophisticated financial solutions by integrating
the functions of the two units.
Global Syndicated Finance Unit
The Global Syndicated Finance Unit engages in the loan syndication business.
We offer syndicated loan services to meet the various financing needs of our customers, and we take aleading role in the growth of the Japanese syndicated loan market. During the fiscal year ended March 31, 2009,
despite the intensified competition among banks, our group arranged, based on amount of principal,
approximately 31% of all syndicated loans arranged in Japan. Mizuho Corporate Bank is arranging new types ofsyndicated loans such as those related to mergers and acquisitions and corporate reorganizations.
Geographically, we maintain staff at branches and offices in New York, London and Asia to promote our
syndicated loan business on a global basis. For example, we arrange syndicated loans in Japan for foreign
corporations and sell syndicated loans arranged in overseas markets to Japanese investors.
We also conduct activities to help grow the Japanese secondary loan market, including by exchanging ourloan portfolio with those of other financial institutions, broadening the investor base and enhancing ourcooperation with regional financial institutions.
22

Global Financial Products Unit
The Global Financial Products Unit engages in structured finance, acquisition finance, real estate financeand project finance businesses.
We are strengthening our origination functions and expanding our range of products and services throughcooperation with the Global Syndicated Finance Unit and our group companies, including Mizuho Securities,
Mizuho Corporate Advisory Co., Ltd. and Mizuho Capital Partners Co., Ltd.
Global Transaction Banking Unit
The Global Transaction Banking Unit engages in businesses related to cash management, custody, foreignexchange, trade finance and pension-related services. With respect to Internet-related services, we provide online
solutions such as domestic and global cash management services to our customers.
We also promote yen settlement and clearing services, continuous linked settlement services, custody
services and outsourced securities settlement services.
We offer foreign exchange and trade finance products and services in cooperation with our overseas
branches and offices.
We provide customers of our pension-related services with pension plan proposals relating mainly todefined contribution plans by cooperating with Mizuho Trust & Banking and other group companies. Mizuho
Corporate Bank also sells trust products as an agent of Mizuho Trust & Banking.
Global Markets Unit
The Global Markets Unit engages in the business of sales and trading of financial products related to, among
others, interest rates, foreign exchange, commodities and credit, as well as investments in interest rates, equities,
credit, etc.
We continue to enhance the sophistication of our portfolio management methods and diversify ourinvestments to make our portfolio more sound and profitable.
Global Alternative Investment Unit
The Global Alternative Investment Unit engages in the alternative asset management business for
institutional investors, including pension funds.
At present, our investment management company named Mizuho Alternative Investments, LLC in the
United States is the main entity that engages in product development and management. Going forward, we will
promote our asset management business, including with our efforts to expand investment management anddistribution capabilities in Japan, to offer attractive investment products that respond to the changing needs ofour customers.
Global Portfolio Management Unit
The Global Portfolio Management Unit manages our various portfolios, mainly our loan and equity
portfolio. We actively manage credit risk, equity price risk and other risks through diversification andenhancement of our operations, including use of derivatives that can contribute to the reduction of credit risk
concentration and enhancement of portfolio value to maintain and strengthen the soundness and profitability ofour portfolio.
23

Mizuho Securities
On May 7, 2009, former Shinko Securities and former Mizuho Securities merged to form the new Mizuho
Securities. With the combination of former Mizuho Securities’ wholesale business expertise and global
investment banking business platform and former Shinko Securities’ nationwide customer base and full-service
securities company network, its strong distribution power in the middle and retail markets as well as its strong
track record in initial public offerings, the new Mizuho Securities will provide our customers with professional
financial services of the highest quality and aims to be a “the global investment bank most trusted by customers.”
Mizuho Securities maintains securities subsidiaries in international financial centers such as London, New
York, Hong Kong and Zurich, etc., to satisfy the needs of our customers globally in the areas of trading andunderwriting of corporate and government bonds and equities as well as mergers and acquisitions advisorybusiness, through our global network. In the United States, after being qualified as a financial holding company,
Mizuho Securities USA Inc. provides a full line of business as a securities company and has been establishing a
track record in the areas of corporate bond and equity underwriting. We have been developing a wide range ofbusinesses in Asia, including establishing networks through, for example, the opening of a representative officein Mumbai in February 2009. We are also preparing for the launch of a subsidiary in Saudi Arabia.
The new Mizuho Securities will pursue the prompt realization of the merger synergies in wholesale, middlemarket and retail businesses and will pursue a business model centered on customer businesses. Also, in order torealize flexible management that can quickly respond to changes in environment, the new Mizuho Securities will
normalize its cost-structure and promote the enhancement of its internal control system in light of trends inglobal financial regulations.
Investment Banking BusinessIn the bond underwriting business, because of our solid marketing capabilities, pricing capabilities toproperly reflect investor demand and ability to respond swiftly to changes in the market, we have firmly
established a top class track record and are developing a long-term relationship with customers. In the equity
underwriting business, we have steadily established a track record as bookrunner in large financings and are
growing to become a major player in the field.
In the mergers and acquisitions advisory business, we provide advice that is suitable for each customer’s
management strategy by utilizing our sophisticated knowledge and know-how that enable us to maintain our
position as a leading advisor in Japan.
Also, in the finance arrangement business, such as real estate and monetary claims securitization, we are oneof the leading players in the market.
We continue to strengthen our expertise in proposing and executing transactions that suit our customers’
business strategy and to create new business opportunities in this area.
Product Development and Sales BusinessWe have established our status as a market leader in the bond business, and we provide products that suit
our customers’ investment strategies, actively engage in market making efforts and provide quality information.
In the equity business, we aim to respond to the needs of our customers by utilizing the resources that have beenenhanced as a result of the merger.
We continue to strengthen sales to foreign investors, trading of international equities, provision of various
high value-added products, etc., while we extend our market presence in and outside of Japan and respond to theneeds of our customers.
24

Global Retail Group
Mizuho Bank
Mizuho Bank provides financial services mainly to individual customers, SMEs, middle-market
corporations and local governmental entities in Japan. As of March 31, 2009, Mizuho Bank had approximately
25 million individual deposit accounts and made loans to approximately 100,000 SMEs and middle-market
corporations. In addition to our broad customer base, we maintain one of the largest branch and ATM networks
in Japan and a broad range of Internet banking services.
Mizuho Bank has the following four principal business groups:•

the Personal Banking Group;•

the Corporate Banking Group;•

the Business Coordination & Development Group; and•the Trading and ALM Group.

Personal Banking Group
The Personal Banking Group offers a broad range of financial products and services to individual
customers, including various types of loans and deposits as well as consulting and credit card services in Japan.
We are enhancing our relationship marketing efforts by offering products and services that meet the diverse
needs of our customers, establishing convenient access points for customers and providing specialized consulting
services by utilizing the comprehensive expertise of our group companies.
We have been enhancing the sophistication of our marketing strategies to maximize lifetime income, aiming
at establishing stable revenue sources from present to future. We provide services such as payroll accounts andvarious loans that meet the financial needs of customer at various life events, including starting a new career,home purchases, children’s education, etc. Also, for customers with investment needs, we provide advice tailoredto such investment needs based on the customers’ future life plans.
In order to provide specialized consulting services, we have increased the number of financial consultants to
3,179, as of March 31, 2009, that make proposals regarding investments such as investment trusts, foreign
currency deposits, individual annuities and Japanese government bonds sold to individuals and provide weekend
consultation meetings and enhanced our infrastructure such as our Relationship Marketing Database. Although
the total amount of sales of such products decreased due to adverse market conditions, by implementing thesemeasures, the aggregate number of customers with financial assets of more than ¥10 million increased toapproximately 970,000 as of March 31, 2009, and customers that purchased investment products have also
increased. The balance of investment trusts (excluding MMF) was ¥0.92 trillion, individual annuities was ¥1.60
trillion, foreign currency deposits was ¥0.55 trillion and Japanese government bonds sold to individuals was¥1.59 trillion, each on a managerial accounting basis as of March 31, 2009. We also sell trust products at all
Mizuho Bank branches as agents of Mizuho Trust & Banking and strengthened sales support functions by
establishing a Trust Business Office using personnel from Mizuho Trust & Banking. In addition, we also meet
our customers’ one-stop shopping needs for banking, trust and securities services. For example, we offer theservices of Mizuho Investors Securities Co., Ltd. through securities consulting booths, which we call “Planet
Booths,” in the lobbies of 148 branches and offices of Mizuho Bank as of March 31, 2009. Through thesemeasures, we are strengthening our consulting capabilities and endeavoring to grow assets under management.
In our housing loan business, we offer various products and services such as weekend consultation meetingsand products such as “Flat 35,” a housing loan product with a fixed interest rate for a maximum of 35 years
offered in cooperation with and securitized by the Japan Housing Finance Agency, in addition to our own
housing loan products.
25

With respect to unsecured loan products, we cooperate with Orient Corporation to develop unsecured loan
products such as “Captive Loans,” a new card loan product that our customers can apply for through our ATM
network, and “Mizuho Bank Card Loan” which we launched in August 2008 with a growing number of users due
to effective promoting activities.
As of March 31, 2009, our Mizuho Mileage Club had approximately 6.5 million members and credit card
members also increased to approximately 2.4 million. In order to make them more simple, comprehensive andattractive, we significantly changed the services in spring 2009. For example, we lowered the amount of deposit
balances required for free ATM fees during designated hours, and in and after June 2009, fees to transfer monies toother banks will not be charged under certain conditions. Also, in addition to mileage points, we offer campaign
services only for members. Our “Mizuho Direct” service is the first service by a Japanese bank to employ “riskbased approvals” to enhance internet approval procedures. In order to strengthen our credit card business, weestablished a credit card processing company called “Qubitous” as a joint venture with our alliance partner Credit
Saison, and centralized the credit card processing operations for the UC and Saison brands in April 2008.
With our 425 staffed branches throughout Japan as of March 31, 2009, we have been and will continue toexpand our convenient and efficient points of contact for individual customers by promoting “Mizuho Personal
Square,” a branch designed to focus on serving individual customers (146 locations as of March 31, 2009). In
addition, we will expand our ATM network and enhance our Internet banking, telephone banking and mobilephone banking systems, introduce a credit card settlement service that utilizes mobile phones, introduce a finger
vein pattern authentication system to improve the security of ATM transactions and strengthen marketingthrough call centers.
Corporate Banking GroupThe Corporate Banking Group provides products and services mainly to SMEs and middle-market
corporations as well as to local governmental entities and other public sector entities.
Also, in response to the recent challenging economic environment, we conduct thorough credit managementin our loan operations and have enhanced our support services for our customers’ restructuring efforts.
We provide our SME and middle-market corporate customers with suitable financing arrangements together
with sophisticated advisory and other services that are appropriate in light of the customers’ business strategies.
Through our marketing efforts for loan products, including the allocation of dedicated staff at branches toengage in finding new customers, applying different marketing strategies for different customer segments basedon the size of the customers’ annual sales, developing new strategic loan products and utilizing “Mizuho
Business Financial Centers” which primarily engage in loans to smaller enterprises, we provide affluent andstable financing to SMEs and middle-market corporations with appropriate interest rates according to eachborrower’s risk profile.
We offer our SME and middle-market corporate customers syndicated loans, advisory services related tooverseas expansions, mergers and acquisitions-related services, business matching services, securities products
acting as sales agent for securities companies, services related to defined contribution pension plans and support
for start-up companies in cooperation with Mizuho Capital Co., Ltd. We call our provision of these services our“solutions business.”
We provide comprehensive financial services to meet the various needs of local governmental entities andother public sector entities, including services related to bank and capital markets financing to diversify theirfunding sources and various investment products and advisory services related to organizational restructuring andstreamlining. We will continue to promote business with local governmental entities through our network ofbranches and offices, which is one of the largest in Japan.
26

Business Coordination & Development Group
The Business Coordination & Development Group engages in businesses that require collaboration between
our corporate and individual banking operations, such as transactions with high net worth individuals such as
business owners and with employees of our corporate customers, and businesses that require collaboration withsecurities companies, trust banks and others within the Mizuho group.
Securities Division
The Securities Division offers services related to capital markets financing such as the issuance of corporate
bonds to meet the financial needs of our customers. In cooperation with group securities companies, including
Mizuho Investors Securities, we endeavor to satisfy the investment and financing needs of SMEs and middlemarket corporations and the investment needs of individuals.
Consulting Division
The Consulting Division provides comprehensive consultation for customers who have needs relating toboth corporate and individual aspects as well as comprehensive financial services through collaboration with
Mizuho Trust & Banking and other group companies. We provide specialized consulting services that transcend
traditional boundaries between “corporate” and “individual” services, such as proposing solutions related tocorporate management issues as well as business and real estate succession issues. As a sales agent of Mizuho
Trust & Banking, we also provide a variety of trust products as a solution for various needs of our corporate andindividual customers. We are also promoting an exchange of personnel between Mizuho Trust & Banking and
Mizuho Bank in order to provide highly professional consulting services in trust related businesses to Mizuho
Bank customers. In addition, we provide specialized private banking services to high net worth individuals suchas business and land owners.
Business Promotion Division for Employees of Corporate Customers
Business Promotion Division for Employees of Corporate Customers promotes services to employees of ourcorporate customers by leveraging our solid corporate customer base through cooperation with Mizuho Corporate
Bank and collaboration with the securities companies and trust banks within the Mizuho Group.
e-business Development Division
The e-business Development Division provides products and services related to information technology suchas offering cash management services and new banking services utilizing the Internet, mobile phones and IC cards.
“Takarakuji” Lottery Division
The Takarakuji Lottery Division engages in the business of acting as an administrative bank for the
Takarakuji lottery, the principal public lottery program in Japan.
Trading and ALM GroupThe Trading and ALM Group engages in investing in, and sales and trading of, financial instruments related
to, among others, interest rates, foreign exchange and securities, including derivative instruments. We arediversifying our various investing activities under our risk management structure for the purpose of achieving
more stable profits and risk diversification. We also satisfy various customer needs by providing a wide variety
of financial instruments and solutions.
Mizuho Investors Securities
Mizuho Investors Securities focuses on the needs of mainly individual customers, SMEs and middle-market
corporations and aims to be “the closest, most trustworthy securities company for customers,” by establishing a27

strong collaboration network with Mizuho Bank and enhancing collaboration with each of our group companies.
Mizuho Investors Securities, through its “Planet Booth” locations which are operated together with Mizuho
Bank, is actively promoting cooperation with group companies, such as its financial product sales agent businesswith Mizuho Bank, trust sales agent business with Mizuho Trust & Banking and support for customer’s initialpublic offering.
With the above business base, Mizuho Investors Securities provides quality products and services, such as
various securities products that meet its customers’ investment needs and the underwriting of equities and bonds
and consulting services regarding capital strategy in connection with its customers’ financing needs, on an
individualized and swift basis.
Global Asset and Wealth Management Group
Mizuho Trust & Banking
Mizuho Trust & Banking is a full-line trust bank that provides customers with various financial products
and services with strengths in both corporate and individual business areas. We provide our customers with
distinct products and services developed based on our specialized expertise and consulting capabilities cultivatedover the years. We respond promptly and appropriately to the diversified and sophisticated needs of ourcustomers by collaborating with Mizuho Bank, Mizuho Corporate Bank and other group companies including
asset management companies.
Asset Management BusinessWe provide mainly corporate customers with a wide range of services and solutions in the following
business areas:•real estate business, including real estate sales agent services and real estate securitizations;•structured product business, including securitization transactions that utilize trusts;•

asset management business relating to various assets, including pension plans;•

pension plan business, including acting as trustee, providing consulting services, actuarial services andadministration services;•

asset administration business, including trustee services for investment trusts and management andadministration of investments in securities; and•equity strategy business, including providing advice on legal issues related to stock.

Wealth Management BusinessWe provide individual customers with the following services related to wealth management:•

consulting services regarding investment and management of customer assets;•administration and execution of testaments;•

loan products such as apartment loans; and•deposits, investment trusts and other investment products that utilize trusts.

OthersWe provide deposit and loan services to our corporate customers and engage in treasury business.
28

Mizuho Private Wealth Management
Mizuho Private Wealth Management offers comprehensive, integrated and continuous private banking
services to meet the various financial and non-financial needs of our ultra high net worth customers.
Trust & Custody Services Bank
Trust & Custody Services Bank, Ltd., as a “full-line custody bank,” provides a wide range of products,
including trust services, various custody services as well as sophisticated securities managing models, to meet theneeds of customers such as financial institutions and institutional investors.
Asset Management Companies
Our asset management companies, Mizuho Asset Management Co., Ltd. and DIAM Co., Ltd. (an equitymethod affiliate of ours), provide investment management services for our group companies and customers. Eachcompany offers a variety of investment trust products that meet the increasingly sophisticated and diverse needsof our customers.
OthersMizuho Information & Research InstituteMizuho Information & Research Institute, Inc. mainly provides our corporate customers with the following
three services:•

system integration services;•

outsourcing services that support the operation of information technology systems of our customers; and•consulting services related to, among others, environmental issues.

We are able to provide customers with a combination of the above services to meet their respective needs.
Mizuho Research InstituteMizuho Research Institute Ltd. offers information and services mainly to corporations, financial institutions
and public sector entities to meet their increasingly diverse and sophisticated needs by integrating its research,funded research and membership services that provide various information related to, among others, managerial
and economic issues.
Mizuho Financial Strategy
Mizuho Financial Strategy engages in advisory services for financial institutions regarding their
management and revitalization of their borrowers.
Competition
During the past several years, competition in the Japanese financial market has increased as the Japanese
government has enhanced deregulation, such as reducing the separation of banking, securities and insurance
businesses and promoting new entry into the financial businesses.
Our major competitors in Japan include:•

Japan’s other major banking groups: Mitsubishi UFJ Financial Group and Sumitomo Mitsui Financial
Group.

•

Other banking institutions: These include city banks, trust banks, regional banks, shinkin banks (orcredit associations), credit cooperatives, agricultural cooperatives, foreign banks and retail-oriented
online banks.
29•Securities companies and investment banks: These include both domestic securities companies and theJapanese affiliates of global investment banks.

•

Government financial institutions: These include Japan Finance Corporation, Japan Post Bank and theDevelopment Bank of Japan.

•

Non-bank finance companies: These include credit card issuers, installment shopping credit companies
and other non-bank finance companies.

•

Other financial services providers: We also compete with private equity funds and other types ofinvestors.

In global markets, we face competition with other commercial banks and other financial institutions,particularly major global banks and the leading domestic banks in those financial markets outside Japan in which
we conduct business.
Japanese Banking and Securities Industry
Private banking institutions in Japan are normally classified into two categories: (i) ordinary banks, of which
there were 129 as of April 1, 2009, not including foreign commercial banks with banking operations in Japan;and (ii) trust banks, of which there were 19 as of April 1, 2009, including Japanese subsidiaries of foreign
financial institutions and subsidiaries of Japanese financial institutions.
Ordinary banks consist mainly of city banks and regional banks. City banks, including Mizuho Corporate
Bank and Mizuho Bank, are based in large cities, operate domestically on a nation-wide scale through networksof branch offices and have strong links with large corporate customers in Japan. In light of deregulation and othercompetitive factors, however, many of these banks have placed increasing emphasis on other markets, including
retail banking, small and medium-sized enterprise banking, international operations and investment banking.
Regional banks are based in one of the prefectures of Japan and are generally much smaller in terms of total
assets than city banks. In recent years, some regional banks have allied with each other and formed holding
companies to operate in several prefectures. Customers of regional banks, other than local retail customers,
include mostly regional enterprises and local public utilities, although the regional banks also lend to large
corporations. In addition to these types of banks, new retail-oriented banks have emerged in recent years,
including Internet banks and banks specializing in placing their ATMs in convenience stores and supermarkets
without maintaining a branch network.
Trust banks, including Mizuho Trust & Banking, are engaged in trust services in relation to, among others,money trust, pension trust and real estate trust services, in addition to banking business.
As of April 1, 2009, there were 61 foreign banks operating banking businesses in Japan. These banks are
subject to a statutory framework similar to the regulations applicable to Japanese domestic banks. Their principal
sources of funds come from their overseas head offices or other branches.
A number of government financial institutions, organized in order to supplement the activities of the privatebanking institutions, are currently in the process of privatization or consolidation. In October 2008, some of thegovernment financial institutions were consolidated to form Japan Finance Corporation, which mainly provides
financing for small and medium-sized enterprises and those engaged in agriculture, forestry and fishery, and also
provides export financing for Japanese corporations. In October 2008, the Development Bank of Japan, whichmainly engages in corporate financing, and Shoko Chukin Bank, which mainly engages in financing for small
and medium-sized enterprises, were transformed into joint stock corporations and are planned to be fully
privatized in the future. Japan Housing Finance Agency supports housing loans of private institutions through thesecuritization of such loans.
Another distinctive element of the Japanese banking system was the role of the postal savings system. Postal
savings deposits were gathered through the network of governmental post offices scattered throughout Japan, and30

their balance of deposits totaled over 200 trillion yen in the past. In recent years, the governmental postal
business has been undergoing a process of privatization. In 2003, governmental postal business was transferred toJapan Post, a government-owned entity established in the same year, and in 2007, Japan Post was transformed
into a joint stock corporation holding four operating companies including Japan Post Bank, which currently
operates as an ordinary bank. Privatization of banking and insurance subsidiaries is scheduled to be completed by2017 at the latest.
In the Japanese securities market, a large number of registered entities are engaged in securities businesses,
such as sales and underwriting of securities, investment advisory and investment management services. As
deregulation of the securities market progressed, several of the country’s banking groups have entered into thismarket through their subsidiaries. In addition, foreign financial institutions have been active in this market.
Supervision and Regulation
Japan
Pursuant to the Banking Law (Ginkou Hou) (Law No. 59 of 1981, as amended), the Prime Minister of Japan
has authority to supervise banks in Japan and delegates certain supervisory control over banks in Japan to theCommissioner of the Financial Services Agency. The Bank of Japan also has supervisory authority over banks inJapan, based primarily on its contractual agreements and transactions with the banks.
Financial Services Agency
Although the Prime Minister has supervisory authority over banks in Japan, except for matters prescribed bygovernment order, this authority is generally entrusted to the Commissioner of the Financial Services Agency.
Additionally, the position of Minister for Financial Services was established by the Cabinet to direct theCommissioner of the Financial Services Agency and to support the Prime Minister.
Under the Banking Law, the Prime Minister’s authority over banks and bank holding companies in Japan
extends to various areas, including granting and cancellation of licenses, ordering the suspension of business inwhole or in part and requiring submission of business reports or materials. Under the prompt corrective action
system, the Financial Services Agency, acting on behalf of the Prime Minister, may take corrective action in thecase of capital deterioration of banks, their subsidiaries and companies having special relationships prescribed by
the cabinet order. These actions include requiring a financial institution to formulate and implement reform
measures, requiring it to reduce assets or take other specific actions and issuing an order to suspend all or part ofits business operations.
Under the prompt warning system introduced in December 2002, the Financial Services Agency may takeprecautionary measures to maintain and promote the sound operations of financial institutions, even before thosefinancial institutions become subject to the prompt corrective action system. These measures require a financial
institution to reform profitability, credit risk management, stability and cash flow.
The Bank of JapanThe Bank of Japan is Japan’s central bank and serves as the principal instrument for the execution ofJapan’s monetary policy. The principal measures by which the Bank of Japan implements monetary policy are
the adjustment of its discount rate, its operations in the open market and the imposition of deposit reserve
requirements. Banks in Japan are allowed to obtain borrowings from, and rediscounting bills with, the Bank ofJapan. Moreover, most banks in Japan maintain current accounts under agreements with the Bank of Japanpursuant to which the Bank of Japan is entitled to supervise, examine and audit the banks. The supervisory
functions of the Bank of Japan are intended to enable it to ensure smooth settlement of funds among banks andother financial institutions, thereby contributing to the maintenance of an orderly financial system, whereas thesupervisory practices of the Prime Minister or the Commissioner of the Financial Services Agency are intended
to maintain the sound operations of banks and promote the security of depositors.
31

Examination of Banks
The Banking Law authorizes the Prime Minister to inspect banks and bank holding companies in Japan at
any time. By evaluating banks’ systems of self-assessment, auditing their accounts and reviewing theircompliance with laws and regulations, the Financial Services Agency monitors the financial soundness of banks,
including the status and performance of their control systems for business activities. The inspection of banks is
performed pursuant to a Financial Inspection Manual published by the Financial Services Agency. Currently, theFinancial Services Agency takes the “better regulation” approach in its financial regulation and supervision. Thisconsists of four pillars: optimal combination of rules-based and principles-based supervisory approaches; timely
recognition of priority issues and effective response; encouraging voluntary efforts by financial institutions andplacing greater emphasis on providing them with incentives; and improving the transparency and predictability of
regulatory actions, in pursuit of improvement of the quality of financial regulation and supervision. In addition toindividual financial institutions, the Financial Services Agency also supervises financial groups as financial
conglomerates based on its Guidelines for Financial Conglomerates Supervision that focus on management,
financial soundness and operational appropriateness of a financial conglomerate as a whole.
The Bank of Japan also conducts examinations of banks similar to those undertaken by the Financial
Services Agency. The examinations are normally conducted once every few years, and involve such matters as
examining asset quality, risk management and reliability of operations. Through these examinations, the Bank ofJapan seeks to identify problems at an early stage and give corrective guidance where necessary.
In addition, the Securities and Exchange Surveillance Commission examines banks in connection with theirfinancial instruments business activities in accordance with the Financial Instruments and Exchange Law ofJapan (Kinyu Shouhin Torihiki Hou) (Law No. 25 of 1948, as amended).
Examination and Reporting Applicable to Shareholders
Under the Banking Law, a person who intends to hold 20% (in certain exceptional cases, 15%) or more of
the voting rights of a bank is required to obtain prior approval of the Commissioner of the Financial Services
Agency. In addition, the Financial Services Agency may request reports or submission of materials from, or
inspect, any principal shareholder who holds 20% (in certain exceptional cases, 15%) or more of the voting rights
of a bank, if necessary in order to secure the sound and appropriate operation of the business of such bank. Under
limited circumstances, the Financial Services Agency may order such principal shareholder to take suchmeasures as the Financial Services Agency deems necessary.
Furthermore, under the Banking Law, any person who becomes a holder of more than 5% of the voting
rights of a bank holding company or bank must report its ownership of voting rights to the director of the relevant
local finance bureau within five business days. In addition, a similar report must be made in respect of any
subsequent change of 1% or more in any previously reported holding or any change in material matters set forthin reports previously filed, with some exceptions.
Deposit Insurance System
Under the Deposit Insurance Law (Yokin Hoken Hou) (Law No. 34 of 1971, as amended), depositors areprotected through the Deposit Insurance Corporation in cases where financial institutions fail to meet their
obligations. The Deposit Insurance Corporation is supervised by the Prime Minister and the Minister of Finance.
Subject to limited exceptions, the Prime Minister’s authority is entrusted to the Commissioner of the Financial
Services Agency.
The Deposit Insurance Corporation receives annual insurance premiums from insured banks, the amount of
which is, from April 2009, equivalent to 0.107% of the deposits that bear no interest, are redeemable upon
demand and are used by depositors primarily for payment and settlement purposes, and 0.081% of other deposits.
The insurance money may be paid out in case of a suspension of deposits repayments, banking license
revocation, dissolution or bankruptcy of the bank. Pay outs are generally limited to a maximum of ¥10 million of32

principal amount, together with any interest accrued with respect to each depositor. Only non-interest bearing
deposits, redeemable on demand and used by depositors primarily for payment and settlement functions areprotected in full.
Participation in the deposit insurance system is compulsory for city banks (including Mizuho Corporate
Bank and Mizuho Bank), regional banks, long-term credit banks, trust banks (including Mizuho Trust &Banking), credit associations and co-operatives, labor banks and other financial institutions.
Governmental Measures to Treat Troubled Institutions
Under the Deposit Insurance Law, a Financial Reorganization Administrator can be appointed by the Prime
Minister if the bank is unable to fully perform its obligations with its assets or may suspend or has suspended
repayment of deposits. The Financial Reorganization Administrator will take control of the assets of the bank,dispose of the assets and search for another institution willing to take over its business. Its business may also betransferred to a “bridge bank” established by the Deposit Insurance Corporation for the purpose of the temporary
maintenance and continuation of operations of these types of institutions, and the bridge bank will seek totransfer the bank’s assets to another financial institution or dissolve the bank. The financial aid provided by the
Deposit Insurance Corporation may take the form of a monetary grant, loan or deposit of funds, purchase of
assets, guarantee or assumption of debts, subscription of preferred stock, or loss sharing. Where it is anticipatedthat the failure of a bank may cause an extremely grave problem in maintaining the financial order in Japan or thearea where such bank is operating, the following measures may be taken: (i) the Deposit Insurance Corporation
may subscribe for the shares or other instruments of the relevant bank in order to enhance capital adequacy of thebank; (ii) if the bank fails or suffers a capital deficit, financial aid exceeding the pay-off cost may be available tosuch bank; and (iii) in the case where the systematic risk cannot be avoided by the measure mentioned in(ii) above, the Deposit Insurance Corporation may acquire the bank’s shares.
Capital Injection by the Government and the Bank of JapanThe Strengthening Financial Functions Law (Kinyu Kinou no Kyouka no tame no Tokubetsu Sochi ni
kansuru Houritsu) (Law No. 128 of 2004) was enacted on June 18, 2004 in order to establish a scheme of publicmoney injection into financial institutions and thereby enhance the soundness of such financial institutions on or
prior to March 31, 2008 and revitalize economic activities in the regions where they do business. On
December 17, 2008, certain amendments to the Strengthening Financial Functions Law took effect. These
amendments relaxed certain requirements for public money injection into Japanese banks and bank holding
companies and other financial institutions under the prior scheme and extended the period of application therefor,which had expired on March 31, 2008, to March 31, 2012. These amendments aim to promote not only thesoundness of such financial institutions but also loans or other forms of credit extended to small and mediumsized enterprises in order to revitalize local economies.
On April 10, 2009, the Bank of Japan announced the introduction of a basic outline regarding provision ofsubordinated loans. Under this scheme, the Bank of Japan may extend subordinated loans to certain banks for theperiod ending in March 2010.
Bank Holding Companies
Under the Banking Law, a bank holding company is prohibited from carrying out businesses other thanadministrating the businesses of its subsidiaries and matters incidental to such businesses. Business activities for
subsidiaries of bank holding companies are limited to finance-related businesses and incidental businesses.
The Anti-Monopoly Law (Shiteki Dokusen no Kinshi oyobi Kousei Torihiki no Kakuho ni kansuru
Houritsu) (Law No. 54 of 1947, as amended) prohibits a bank from holding more than 5% of another company’s
voting rights. This does not apply to a bank holding company, although the bank holding company is subject to33

general shareholding restrictions under the Anti-Monopoly Law. The Banking Law does, however, prohibit abank holding company and its subsidiaries, on an aggregate basis, from holding more than 15% (in contrast to
5% in the case of a bank and its subsidiaries) of the voting rights of certain types of companies not permitted to
become subsidiaries of bank holding companies.
Financial Instruments and Exchange Law
The Financial Instruments and Exchange Law (Kinyu Shouhin Torihiki Hou) requires Mizuho Financial
Group to file with the Director General of the Kanto Local Finance Bureau an annual securities report including
consolidated and non-consolidated financial statements in respect of each financial period, supplemented byquarterly and extraordinary reports.
Under the Financial Instruments and Exchange Law, registered Financial Instruments Business Operators(kinyu-shouhin torihiki gyousha), such as Mizuho Securities, as well as Registered Financial Institutions(touroku kinyu kikan) such as Mizuho Bank, Mizuho Corporate Bank and Mizuho Trust & Banking, are required
to provide customers with detailed disclosure regarding the financial products they offer and take other measures
to protect investors, including a delivery of explanatory documents to such customers prior to and upon the
conclusion of transactional agreements.
Financial Instrument Business Operators and Registered Financial Institutions are subject to the supervisionof the Financial Services Agency pursuant to delegation by the Prime Minister of Japan. Some of the supervisory
authority of the Financial Services Agency is further delegated to the Securities and Exchange SurveillanceCommission, which exercises its supervisory power over such registered institutions by conducting site
inspections and requesting information necessary for such inspections. Non-compliance or interference with suchinspection may result in such registrants being subject to criminal penalty under the Financial Instrument andExchange Law.
Certain amendments to the Financial Instruments and Exchange Law and the Banking Law, which cameinto effect on June 1, 2009, revamped the firewall regulations regarding the holding of concurrent offices or posts
among banks, securities firms and insurance firms and required banks, securities firms and insurance firms toestablish systems for managing conflicts of interest in order to protect customers’ interests and expandedbusiness services that banks and certain other financial firms can provide.
Sales of Financial Products
As a result of financial deregulation, more financial products, including highly structured and complicatedproducts, can now be more freely marketed to customers. In response to this, the Law of Sales of Financial
Products (Kinyu Shouhin no Hanbai tou ni kansuru Houritsu) (Law No. 101 of 2000, as amended), effective from
April 2001, introduced measures to protect financial service customers by: requiring financial service providers
to provide customers with certain important information, including risks with respect to deficit of principal
associated with the financial products they offer and any restrictions on the period for exercising rights or theperiod for rescission, unless the customers fall within the ambit of financial service providers or express theirintent to the contrary; and holding financial service providers liable for damages caused by a failure to follow
those requirements. The amount of loss of principal is refutably presumed to be the amount of damages.
Additionally, the law requires financial service providers to follow certain regulations on solicitation measures aswell as to endeavor to solicit customers in an appropriate manner and formulate and publicize a solicitation
policy.
Self-Assessment and Reserves
The prompt corrective action system requires financial institutions to establish a self-assessment programthat complies with the Inspection Manual issued by the Financial Services Agency and related laws such as the34

Financial Reconstruction Law (Kinyu Kinou no Saisei no tameno Kinkyu Sochi ni kansuru Houritsu) (Law
No. 132 of 1998, as amended). Financial institutions are required to analyze their assets, giving due considerationto accounting principles and other applicable rules and to classify their assets into four categories according toasset recovery risk and risk of impairment based on the classification of the obligor (normal obligors, watch
obligors, intensive control obligors, substantially bankrupt obligors and bankrupt obligors) taking into accountthe likelihood of repayment and the risk of impairment to the value of the assets. The results of self-assessment
should be reflected in the write-off and allowance according to the standard established by financial institutions
pursuant to the guidelines issued by the Japanese Institute of Certified Public Accountants and Inspection Manualissued by the Financial Services Agency. Based on the results of the self-assessment, financial institutions may
establish reserve amounts for their loan portfolio as may be considered adequate at the relevant balance sheet
date, even if all or part of such reserves may not be immediately tax deductible under Japanese tax law.
Based on the accounting standards for banks issued by the Japanese Bankers Association, a bank is required
to establish general reserves, specific reserves and reserves for probable losses on loans relating to restructuring
countries.
Credit Limits
The Banking Law restricts the aggregate amount of loans to any single customer or customer group for the
purposes of avoiding excessive concentration of credit risks and promoting the fair and extensive utilization ofbank credit. The limits applicable to a bank holding company and bank with respect to their aggregate lending to
any single customer or customer group are established by a cabinet order and by the Banking Law. The current
limits are 25% of the total qualifying capital of the bank holding company or bank and its subsidiaries andaffiliates with respect to a single customer and 40% of the total qualifying capital of the bank holding company
or bank and its subsidiaries and affiliates with respect to a customer group.
Restriction on Share Holdings
The Law Concerning Restriction on Shareholdings by Banks (Ginkou tou no Kabushiki tou no Hoyu no
Seigen tou ni kansuru Houritsu) (Law No. 131 of 2001, as amended) requires Japanese banks (including bankholding companies) and their subsidiaries to limit the aggregate market value (excluding unrealized gains, if any)of their holdings in equity securities to an amount equal to 100% of their Tier 1 capital in order to reduce
exposure to stock price fluctuations.
Share Purchase Program
The Banks’ Shareholdings Purchase Corporation was established in January 2002 in order to purchaseshares from banks and other financial institutions until September 30, 2006 pursuant to the Law Concerning
Restriction on Shareholdings by Banks. This law was further amended effective March 10, 2009 to allow the
Bank’s Shareholdings Purchase Corporation to resume purchases of shares held by financial institutions as well
as shares of financial institutions held by non-financial institutions, up to a maximum amount of ¥20 trillion
between March 12, 2009 and March 31, 2012.
In February 2009, the Bank of Japan also decided to resume purchases of shares held by banks and otherfinancial institutions up to a maximum amount of ¥1 trillion until April 30, 2010.
Capital Adequacy
The capital adequacy guidelines applicable to Japanese banks and bank holding companies withinternational operations supervised by the Financial Services Agency closely follow the risk-adjusted approach
proposed by the Bank for International Settlements and are intended to further strengthen the soundness andstability of Japanese banks. Under the risk-based capital framework of these guidelines, balance sheet assets and35

off-balance-sheet exposures are assessed according to broad categories of relative risk, based primarily on thecredit risk of the counterparty, country transfer risk and the risk regarding the category of transactions.
With regard to capital, these guidelines are in accordance with the standards of the Bank for International
Settlements for a target minimum standard capital adequacy ratio of 8% (at least half of which must consist ofCore Capital (Tier 1), a Core Capital ratio of 4%) on both a consolidated and non-consolidated basis for bankswith international operations, such as Mizuho Corporate Bank, or on a consolidated basis for bank holding
companies with international operations, such as Mizuho Financial Group.
Banks and bank holding companies are required to measure and apply capital charges with respect to theirmarket risks in addition to their credit risks. Market risk is defined as the risk of losses in on- and off-balance
sheet positions arising from movements in market prices such as the risks pertaining to interest rate related
instruments and equities.
Japanese banks with only domestic operations, such as Mizuho Bank, and bank holding companies thesubsidiaries of which operate only within Japan are subject to Japanese capital adequacy requirements that are
similar to those discussed above, except that those banks and holding companies are required to have a minimum
capital adequacy ratio of 4%, at least half of which must consist of Tier 1 capital and are not required to apply
capital charges to their market risks.
Under the capital adequacy guidelines, the maximum amount of net deferred tax assets under Japanese
GAAP that major Japanese banks, including bank holding companies, can record without diminishing the amountof Tier 1 capital for purposes of calculating capital adequacy is 20% of Tier 1 capital.
In June 2004, the Basel Committee announced amended rules with respect to minimum capitalrequirements, which include amended risk weight calculations that introduce an internal ratings-based approachand the inclusion of operational risk in the calculations, as well as an emphasis on supervisory review and market
discipline through effective disclosure. The amendments adopt variable risk weights according to the credit
rating given to the obligor of the risk assets. The better the credit rating of an obligor is, the lower the risk weight
applicable to the risk assets owed by it. Also, the new rules require financial institutions to establish an internalrisk management system, to make thorough disclosure of relevant information and to set an appropriate reserveagainst the operational risk based upon fair evaluation thereof. The new Financial Services Agency guidelines,
which follow the amended rules, became effective on March 31, 2007, except for the introduction of theadvanced methodologies to calculate capital requirements for risks which took effect on March 31, 2008. Under
the new guidelines, banks and bank holding companies have several choices for the methodologies to calculate
their capital requirements for credit risk, market risk and operational risk. Approval of the Financial Services
Agency is necessary to adopt advanced methodologies for calculation, and Mizuho Financial Group started toapply the Advanced Internal Ratings Based approach (AIRB) for the calculation of credit risk from the fiscal year
ended March 31, 2009.
According to its announcement in March, 2009, the Basel Committee is considering the necessity ofstrengthening capital adequacy in the banking system by, among other things, introducing standards to promote
the build up of capital buffers that can be drawn down in periods of stress and strengthening the quality of bankcapital.
Protection of Personal Information
The Personal Information Protection Law (Kojin Jouhou no Hogo ni kansuru Houritsu) (Law No. 57 of2003, as amended) and related guidelines impose various requirements on businesses, including us, that use
databases containing personal information, such as appropriate custody of such information and restrictions on
information sharing with third parties. Non-compliance with the order issued by the Financial Services Agency totake necessary measures to comply with the law subjects us to criminal and/or administrative sanctions.
36

Prevention of Money Laundering
Under the Law Preventing Transfer of Profits Generated from Crime (Hanzai ni yoru Syueki no Iten Boushi
ni kansuru Houritsu) (Law No. 22 of 2007), which addresses money laundering and terrorism concerns, financial
institutions and other entities such as credit card companies are required to perform customer identification,
submit suspicious transaction reports and maintain records of transactions.
Law Concerning Protection of Depositors from Illegal Withdrawals Made by Forged or Stolen Cards
The Law Concerning Protection of Depositors from Illegal Withdrawals Made by Forged or Stolen Cards(Gizou Kaado tou oyobi Tounan Kaado tou wo Mochiite Okonawareru Fuseina Kikaishiki Yochokin
Haraimodoshi tou karano Yochokinsha no Hogo tou ni kansuru Houritsu) (Law No. 94 of 2005), requires
financial institutions to establish internal systems to prevent illegal withdrawals of deposits made using forged orstolen bank cards. The law also requires financial institutions, among other matters, to compensate depositors forany amount illegally withdrawn using forged bankcards, unless the financial institution can verify that it acted ingood faith without negligence and that there was gross negligence on the part of the relevant account holder.
United States
As a result of our operations in the United States, we are subject to extensive U.S. federal and statesupervision and regulation. We engage in U.S. banking activities through Mizuho Corporate Bank’s New York,
Chicago and Los Angeles branches and Houston and Atlanta representative offices. We also own two banks in
the US, Mizuho Corporate Bank (USA) and Mizuho Corporate Bank of California, as well as controllinginterests in several other subsidiaries, including Mizuho Trust & Banking Co. (USA), which is engaged primarily
in the trust and custody business, and Mizuho Securities USA Inc., a U.S. broker dealer engaged in the securities
business.
The USA PATRIOT Act of 2001 (the “PATRIOT Act”) contains measures to prevent, detect and prosecute
terrorism and international money laundering by imposing significant compliance and due diligence obligations,creating new crimes and penalties and expanding the extraterritorial jurisdiction of the United States. The enactmentof the PATRIOT Act and other events have resulted in heightened scrutiny of compliance with the Bank Secrecy
Act and anti-money laundering rules by federal and state regulatory and law enforcement authorities.
Mizuho Financial Group and Mizuho Corporate Bank are financial holding companies (“FHCs”), andMizuho Trust & Banking is a bank holding company, within the meaning of the U.S. Bank Holding Company
Act of 1956, as amended (the “BHCA”), and are subject to regulation and supervision thereunder by the Board ofGovernors of the Federal Reserve System (the “Federal Reserve Board”). Under current Federal Reserve Board
policy, these three companies are expected to act as a source of financial strength to Mizuho Corporate Bank
(USA), Mizuho Corporate Bank of California, and Mizuho Trust & Banking Co. (USA). The BHCA generally
prohibits us from acquiring, directly or indirectly, the ownership or control of more than 5% of any class ofvoting shares of any company engaged in the United States in activities other than banking or activities that are
financial in nature. This general prohibition is subject to certain exceptions, including an exception that permits
us to acquire up to 100% of the voting interests in any company engaged in nonfinancial activities under ourmerchant banking authority. In addition, U.S. regulatory approval is generally required for us to acquire morethan 5% of any class of voting shares of a U.S. bank or savings association.
Mizuho Financial Group and Mizuho Corporate Bank became FHCs in December 2006. FHC status under the
BHCA permits banking groups in the United States to engage in comprehensive investment banking businesses,
such as the underwriting of and dealing in corporate bonds, equities and other types of securities. FHC status
enables our group to promote our investment banking business on a broader basis in the United States.
As a financial holding company, we are also subject to additional regulatory requirements. For example,
each of our banking subsidiaries with operations in the United States must be “well capitalized,” meaning a37

Tier 1 risk-based capital ratio of at least 6% and a total risk-based capital ratio of at least 10%. Our U.S. banking
operations must also be “well managed,” including that they maintain examination ratings that are at leastsatisfactory. Further, Mizuho Corporate Bank must also meet such capital standards as calculated under its homecountry standards (which must be comparable to the capital required for a U.S. bank) and must be well managed
under standards comparable to those required for a U.S. bank. Failure to comply with such requirements would
require us to prepare a remediation plan, and we would not be able to undertake new business activities or
acquisitions based on our status as a financial holding company during any period of noncompliance, anddivestiture or termination of certain business activities, or termination of our U.S. branches and agencies, may berequired as a consequence of failing to correct such conditions within 180 days.
U.S. branches, agencies and representative offices of foreign banks must be licensed, and are alsosupervised and regulated, by either a state banking authority or by the Office of the Comptroller of the Currency,
the federal bank regulatory agency that charters and regulates national banks and federal branches and agencies
of foreign banks. Each branch, agency and representative office in the United States of Mizuho Corporate Bankis state-licensed. Under U.S. federal banking laws, state-licensed branches and agencies of foreign banks may
engage only in activities that would be permissible for their federally-licensed counterparts, unless the Federal
Reserve Board determines that the additional activity is consistent with sound practices. U.S. federal banking
laws also subject state-licensed branches and agencies to the single-borrower lending limits that apply to federal
branches and agencies, which generally are the same as the lending limits applicable to national banks, but are
based on the capital of the entire foreign bank.
The New York branch of Mizuho Corporate Bank is subject to supervision, examination and regulation by
the New York State Banking Department as well as by the Federal Reserve Board. Except for the prohibition onsuch branch accepting retail deposits, a state-licensed branch generally has the same powers as a state-charteredbank in such state. New York State has an asset pledge requirement for branches equal to 1% of third party
liabilities with a cap of $400 million, provided that an institution designated as a “well-rated foreign banking
corporation” is permitted to maintain a reduced asset pledge with a cap of $100 million. The New York State
Banking Department may require higher amounts for supervisory reasons. Each U.S. branch, agency andrepresentative office of Mizuho Corporate Bank is subject to regulation and examination by the state banking
authority of the state in which it is located.
The deposits of Mizuho Corporate Bank (USA) are insured by the Federal Deposit Insurance Corporation(FDIC), and it is a state-chartered bank that is a member of the Federal Reserve System. As such, Mizuho
Corporate Bank (USA) is subject to regulation, supervision and examination by the Federal Reserve Board andthe New York State Banking Department, as well as to relevant FDIC regulation. The deposits of Mizuho
Corporate Bank of California are FDIC-insured, and it is a state-chartered bank that is not a member of theFederal Reserve System. As such, Mizuho Corporate Bank of California is subject to regulation, supervision andexamination by the FDIC and the California Department of Financial Institutions. The deposits of Mizuho
Trust & Banking Co. (USA) are also FDIC-insured, and it is a state-chartered bank and trust company that is nota member of the Federal Reserve System. As such, Mizuho Trust & Banking Co. (USA) is subject to regulation,
supervision and examination by the FDIC and the New York State Banking Department.
In the United States, U.S.-registered broker-dealers are regulated by the Securities and Exchange
Commission. As a U.S.-registered broker-dealer, Mizuho Securities USA Inc. is subject to regulations that cover
all aspects of the securities business, including sales methods, trade practices among broker-dealers, use andsafekeeping of customers’ funds and securities, capital structure, recordkeeping, the financing of customers’purchases and the conduct of directors, officers and employees.
Other Jurisdictions
Our operations elsewhere in the world are subject to regulation and control by local supervisory authorities,
including local central banks.
38

4.C. Organizational Structure
The following diagram shows our basic corporate structure as of March 31, 2009:
Mizuho Financial Group, Inc.

Global Corporate Group

Global Retail Group

Global Asset and WealthManagement Group

Other subsidiaries

Mizuho Corporate
Bank, Ltd.

Mizuho Bank, Ltd.

Mizuho Trust &Banking Co., Ltd.(1)Mizuho Financial
Strategy Co., Ltd.

Mizuho Private
WealthManagement Co.,Ltd.
Mizuho Securities
Co., Ltd.(3)Mizuho Investors
Securities Co., Ltd.(1)Trust & Custody
Services Bank, Ltd.

Mizuho ResearchInstitute Ltd.
Mizuho Information& ResearchInstitute, Inc.

Two asset
managementcompanies(2)Notes:(1) Mizuho Investors Securities and Mizuho Trust & Banking are listed on the Tokyo Stock Exchange.
(2) Two asset management companies consist of Mizuho Asset Management and DIAM. DIAM, in which wehave a 50.0% equity interest, is an equity-method affiliate of ours.
(3) In addition to the principal subsidiaries shown in the above diagram, as of March 31, 2009 we owned 27.3%of the outstanding shares of Shinko Securities, an equity-method affiliate of ours listed on the Tokyo Stock
Exchange which was engaged in wholesale and retail securities businesses. Mizuho Securities and Shinko
Securities merged on May 7, 2009. The corporate name of the merged company is Mizuho Securities Co.,
Ltd.

39

The following table sets forth information with respect to our principal consolidated subsidiaries as ofMarch 31, 2009:

Name

Country oforganization

Domestic
Mizuho Bank, Ltd. . . . . . . . . . . . . . . . . . . . . . .
Mizuho Corporate Bank, Ltd. . . . . . . . . . . . . .
Mizuho Securities Co., Ltd. . . . . . . . . . . . . . . .
Mizuho Trust & Banking Co., Ltd. . . . . . . . . .
Mizuho Investors Securities Co., Ltd. . . . . . . .
Trust & Custody Services Bank, Ltd. . . . . . . .
Mizuho Asset Management Co., Ltd. . . . . . . .

Japan
Japan
Japan
Japan
Japan
Japan
Japan

Mizuho Research Institute Ltd. . . . . . . . . . . . .

JapanMizuho Information & Research Institute,
Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

JapanMizuho Financial Strategy Co., Ltd. . . . . . . . .
Mizuho Private Wealth Management Co.,
Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Factors, Limited . . . . . . . . . . . . . . . . .
Mizuho Credit Guarantee Co., Ltd. . . . . . . . . .
Mizuho Capital Co., Ltd. . . . . . . . . . . . . . . . . .
Defined Contribution Plan Services Co.,
Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Main business

Proportion of Proportion ofownershipvotinginterest
interest(%)(%)

Banking
Banking
Securities
Trust and banking
Securities
Trust and banking
Investment
management
Research andconsulting

100.0%
100.0%
89.8%
74.7%
66.5%
54.0%
98.7%

100.0%
100.0%
89.8%
70.0%
66.8%
54.0%
98.7%

98.4%

98.6%

91.5%

91.5%

Japan

Information
technology
Consulting

100.0%

100.0%

Japan
Japan
Japan
Japan

Consulting
Factoring
Credit guarantee
Venture capital

100.0%
100.0%
100.0%
50.0%

100.0%
100.0%
100.0%
50.0%

Japan

Pension plan-related
business

60.0%

60.0%

100.0%
100.0%
100.0%
100.0%

100.0%
100.0%
100.0%
100.0%

83.3%

83.3%

100.0%
100.0%

100.0%
100.0%

100.0%

100.0%

100.0%

100.0%

100.0%
100.0%
99.0%

100.0%
100.0%
99.0%

Overseas
Mizuho Bank (Switzerland) Ltd. . . . . . . . . . . . Switzerland Trust and banking
Mizuho Capital Markets Corporation . . . . . . .
U.S.A.
Derivatives
Mizuho Corporate Bank (Canada) . . . . . . . . . .
CanadaBankingMizuho Corporate Bank (China), Ltd. . . . . . .
China
BankingMizuho Corporate Bank (Germany)
Aktiengesellschaft . . . . . . . . . . . . . . . . . . . . Germany Banking andsecurities
Mizuho Corporate Bank (USA) . . . . . . . . . . . .
U.S.A.
BankingMizuho Corporate Bank Nederland N.V. . . . . Netherlands Banking andsecurities
Mizuho International plc . . . . . . . . . . . . . . . . .
U.K.
Securities andbankingMizuho Securities USA Inc. . . . . . . . . . . . . . .
U.S.A.
Securities
Mizuho Trust & Banking (Luxembourg)
S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Luxembourg Trust and banking
Mizuho Trust & Banking Co. (USA) . . . . . . .
U.S.A.
Trust and banking
PT. Bank Mizuho Indonesia . . . . . . . . . . . . . . Indonesia Banking

40

4.D. Property, Plant and Equipment
The following table shows the breakdown of our premises and equipment at cost as of March 31, 2008 and2009:
At March 31,
2008
2009
(in millions of yen)

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 156,942
584,774455,229
122,0517,045
514,588¥ 177,311
598,411457,419
110,432
19,932545,078

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,840,629
988,236

1,908,583
1,008,835

Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 852,393¥ 899,748

Our head office is located at 5-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan with 13,185 square
meters of office space. The headquarter buildings of Mizuho Financial Group, Mizuho Corporate Bank andMizuho Bank are each leased from third parties.
The total area of land related to our material office and other properties at March 31, 2009 wasapproximately 883,000 square meters for owned land and approximately 21,000 square meters for leased land.
Our owned land and buildings are primarily used by our branches. Most of the buildings and land owned by
us are free from material encumbrances.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.

41

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis should be read in conjunction with “Item 3.A. Key Information—
Selected Financial Data,” “Selected Statistical Data” and our consolidated financial statements, including thenotes thereto, included elsewhere in this annual report.
Table of Contents for Item 5.
Page

Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Critical Accounting Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business Segments Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Geographical Segment Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Off-balance-sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tabular Disclosure of Contractual Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recent Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reconciliation with Japanese GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

42
67
69
83
92
95
104
105
113
116
116
119

Overview
The Mizuho GroupWe provide a broad range of financial services in domestic and overseas markets through three Global
Groups: the Global Corporate Group; the Global Retail Group; and the Global Asset & Wealth Management
Group. The principal activities and subsidiaries of the three Global Groups are the following:•

The Global Corporate Group provides wholesale and international banking and securities services,principally through Mizuho Corporate Bank and Mizuho Securities;•

The Global Retail Group provides retail and SME and middle-market corporation banking and securities
services, principally through Mizuho Bank and Mizuho Investors Securities; and•The Global Asset & Wealth Management Group provides trust and asset management services andprivate banking products and services, principally through Mizuho Trust & Banking, Trust & Custody
Services Bank, our asset management companies, namely Mizuho Asset Management and DIAM (anequity method affiliate of ours) and Mizuho Private Wealth Management.

We also provide other services such as research services through Mizuho Research Institute, information
technology-related services through Mizuho Information & Research Institute, and advisory services for financial
institutions through Mizuho Financial Strategy.
The former Shinko Securities (a former equity-method affiliate) and the former Mizuho Securities (a former
consolidated subsidiary) merged on May 7, 2009. The surviving entity was the former Shinko Securities whichchanged its name to Mizuho Securities upon the merger. Our equity ownership percentage in the new Mizuho
Securities after the merger is 59.51%.
For a further discussion of our business and group organization, see “Item 4.B. Information on the
Company—Business Overview.”

42Principal Sources of Income and Expenses
Net Interest Income
Net interest income arises principally from the lending and deposit-taking and securities investment
activities of our banking subsidiaries and is a function of:•

the amount of interest-earning assets and interest-bearing liabilities;•

the average interest rate spread (the difference between the average yield of interest earned on interestearning assets and the average rate of interest paid on interest-bearing liabilities); and•the general level of interest rates.

Principal items constituting interest-earning assets include loans, investments, trading account assets,
receivables under resale agreements and receivables under securities borrowing transactions. Principal items
constituting interest-bearing liabilities include deposits, trading account liabilities, short-term borrowings (suchas payables under repurchase agreements and payables under securities lending transactions) and debentures.
Provision (Credit) for Loan Losses
Provision (credit) for loan losses is charged against or credited to income to keep the allowance for loan
losses at a level that is appropriate to absorb probable losses inherent in the credit portfolio. For a description of
the approach and methodology used to establish the allowance for loan losses, see “—Financial Condition—
Loans—Allowance for loan losses.”Noninterest Income
Noninterest income consists mainly of fees and commissions, investment gains (losses)—net, trading
account gains—net and foreign exchange gains (losses)—net.
Fees and commissions include the following:•

fees and commissions from deposits, debentures and lending business, which consist mostly of fees andcommissions related to our loan businesses, including fees related to the arrangement of syndicatedloans and other financing transactions such as arrangement fees related to management buy-outtransactions and fees related to deposits such as account transfer charges;•

fees and commissions from remittance business, including service charges for domestic andinternational funds transfers and collections;•

fees and commissions from securities-related business, including brokerage fees and commissions
related to securities underwriting and other securities-related activities;•

trust fees, including trust fees earned primarily through fiduciary asset management and administration
services for corporate pension plans and investment funds; and•fees for other customer services, including fees related to our agency businesses, such as credit card
processing fees earned by UC Card and administration fees related to Japan’s principal public lottery
program, as well as guarantee fees and others. The credit card processing fees earned by UC Card are nolonger included in fees and commissions beginning the fiscal year ended March 31, 2008 due to UC
Card becoming an equity-method affiliate as a result of a consolidation and reorganization of our credit
card operations.

Investment gains (losses)—net include primarily net gains on sales of marketable securities, such as equity
and bond investments. In addition, impairment losses are recognized when management concludes that declines
in fair value of investments are other than temporary.
43

Trading account gains—net include gains and losses from transactions undertaken for trading purposes,
including both market making for customers and proprietary trading, or transactions through which we seek tocapture gains arising from short-term changes in market value. Trading account gains—net also include gains andlosses related to changes in the fair value of derivatives and other financial instruments not eligible for hedge
accounting under U.S. GAAP that are utilized to offset mainly interest rate risk related to our various assets andliabilities, as well as gains and losses related to changes in the fair value of foreign currency denominatedavailable-for-sale securities that are elected for fair value treatment under SFAS No.159. For further information on
the fair value option, see note 28 to our consolidated financial statements included elsewhere in this annual report.
Foreign exchange gains (losses)—net include mainly translation gains and losses related to our foreign
currency-denominated assets and liabilities and gains and losses related to foreign exchange trading activities,
including market making for customers and proprietary trading.
Noninterest Expenses
Noninterest expenses include primarily salaries and employee benefits, general and administrative expenses,
occupancy expenses, fees and commission expenses and minority interest in consolidated subsidiaries.
Salaries and employee benefits include expenses incurred for salaries, bonuses and compensation to directors
and employees. They also include expenses related to pension and other employee retirement benefit plans.
The principal items included in general and administrative expenses are amortization of software, tax
expenses such as consumption tax and property tax that are not income taxes and other expenses, including
premiums for deposit insurance.
The principal items included in occupancy expenses are expenses related to premises and equipment,
including depreciation, losses on disposal and lease expenses.
The principal items included in fees and commission expenses are fees and commission expenses for
remittance services, which include mainly commission expenses paid in connection with remittance transactions
and securities-related businesses, which include mainly transactions costs such as brokerage fees paid.
Operating Environment
We operate principally in Japan. After years of persistent weakness beginning in the 1990s, the Japanese
economy gradually improved over the years by confronting structural issues such as deflationary pressures,excess capacity, excess employment and excess leverage. However, in the fiscal year ended March 31, 2008, theglobal economy began to weaken due to the effects of the dislocation in the global financial markets. The U.S.
and European economies, in particular, have continued to worsen thereafter, with financial results in the financeand industrial sectors deteriorating significantly, and other economies have also weakened significantly. Declines
in global demand and the significant strengthening of the yen have adversely affected Japan’s export sector
leading to overall weakness in the Japanese economy. In addition, personal consumption decreased amid declines
in employment and personal income due to sharp production adjustments. The serious downturn in the economy
is continuing against the background of decreased domestic and foreign demand. Key indicators of economic
conditions in recent periods include the following:•

Japan’s real gross domestic product on a year-on-year basis continued to increase by 2.0%, 2.3%, 2.3%
and 1.8% in the fiscal years ended March 31, 2005, 2006, 2007 and 2008, respectively, but decreased by
3.3% in the fiscal year ended March 31, 2009 (based on the second preliminary estimate announced by
the Japanese government on June 11, 2009). The Japanese Government expressed its concerns over anincreasingly weak economy in the beginning of 2009 and stated in its monthly economic reports for
January through April 2009 that the Japanese economy is “worsening rapidly.” From May 200944

onwards, the reports began to reflect signs of a slowdown in the economic decline, and the monthly
economic reports for July and August 2009 stated that “the economy is showing movements of picking
up recently while in a difficult situation.” Quarterly gross domestic product for the first quarter of 2009,
compared to the immediately preceding quarter, declined by 8.8%, and the International Monetary Fundprojects a decline of 6.0% for 2009 followed by an increase of 1.7% for 2010 with respect to Japan’s
real gross domestic product on a year-on-year basis. Japan’s core nationwide consumer price index
decreased by 0.2% in the fiscal year ended March 31, 2005 and increased by 0.1%, 0.1%, 0.3% and1.2% in the fiscal years ended March 31, 2006, 2007, 2008 and 2009, respectively. The following chartshows the growth rates of Japan’s gross domestic product on a year-on-year basis and Japan’s core
nationwide consumer price indices from the first quarter of 2004 through the first quarter of 2009:
(%)

(%)

GDP and Consumer Price Index

2.5

6.0
4.0

2.0

2.0
1.5
0.0
-2.0

1.0

-4.0

0.5

-6.0
0.0
-8.0

GDP growth rate (year-on-year basis)
-0.5

-10.0

Core consumer price index growth rate (right)
-1.0

-12.0
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
Calendar 2004

Calendar 2005

Calendar 2006

45

Calendar 2007

Calendar 2008 Calendar
2009

•

The Bank of Japan, following its announcement on March 9, 2006 to end its “quantitative easing”
monetary policy that it had maintained since March 2001, announced on July 14, 2006 and on
February 21, 2007 that it raised its target for the uncollateralized overnight call rate from 0% to 0.25%
and from 0.25% to 0.5%, respectively, but it lowered its target for the uncollateralized overnight callrate from 0.5% to 0.3% in October 2008 and to 0.1% in December 2008. The following charts show
movements in long-term rates from January 2005 through July 2009, represented by the yield on newly
issued 10-year Japanese government bonds, and in short-term interest rates from January 2005 throughJuly 2009, represented by the three-month Tokyo interbank offered rate, or TIBOR, and theuncollateralized overnight call rate used in the interbank market:
Long-term Interest Rate%
2.5

Newly issued 10-year Japanese government bonds
2.0

1.5

1.0

0.5

0.0
1 '06

4 '06

7 '06

10 '06

1 '07

4 '07

7 '07

10 '07

1 '08

4 '08

7 '08

10 '08

1 '09

7 '08

10 '08

1 '09

4 '09

7 '09

Short-term Interest Rates
0.95
0.90
0.85
0.80
0.75
0.70
0.65
0.60
0.55
0.50

Three-month TIBOR

0.45
0.40
0.35
0.30
0.25
0.20
0.15

Uncollateralized overnight call rate

0.10
0.05
0.00
-0.05
1 '06

4 '06

7 '06

10 '06

1 '07

4 '07

7 '07

10 '07

46

1 '08

4 '08

4 '09

7 '09

•

According to the Bank of Japan, after a prolonged period of generally declining demand for bank loans
in Japan, the aggregate monthly average balance of bank loans compared with that of the previous year
has continued to increase since August 2005.

•

The CDS index called iTraxx Japan 50, which is composed of 50 of the most liquid investment grade CDSs
for Japanese entities, rose to 421.7 basis points as of March 31, 2009 from 145.9 basis points as of March 31,
2008. The iTraxx Japan 50 has since fallen, reflecting improved market environment for credit products, andwas 149.5 basis points as of July 31, 2009. For information on financial transactions for hedging in relation tocredit derivatives, see “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Business—Financialtransactions entered into for hedging and other similar purposes could adversely affect our financial condition
and results of operations.”•

According to Teikoku Databank, a Japanese research institution, there were approximately 9,600 corporatebankruptcies in Japan in the fiscal year ended March 31, 2007, involving approximately ¥5.3 trillion in
total liabilities, approximately 11,300 corporate bankruptcies in the fiscal year ended March 31, 2008,
involving approximately ¥5.5 trillion in total liabilities, and approximately 13,200 corporate bankruptcies
in the fiscal year ended March 31, 2009, involving approximately ¥13.7 trillion in total liabilities.

•

According to the Tokyo Stock Exchange, or the TSE, the aggregate ordinary profits and net income of allcompanies listed on the TSE, excluding financial institutions and companies newly listed during therelevant fiscal year, increased from ¥33.7 trillion and ¥19.4 trillion, respectively, for the fiscal year ended
March 31, 2007 to ¥35.9 trillion and ¥20.0 trillion, respectively, for the fiscal year ended March 31, 2008
and decreased to ¥13.5 trillion and ¥0.2 trillion, respectively, for the fiscal year ended March 31, 2009.

47

•

According to the Bank of Japan, total financial assets of households decreased from ¥1,543.7 trillion as ofMarch 31, 2007 to ¥1,464.5 trillion as of March 31, 2008 and decreased to ¥1,410.4 trillion as of March 31,
2009. The following chart shows the amount of total financial assets of households and breakdown based ontype of financial asset as of the ends of the first quarter of 2005 through the first quarter of 2009:
Financial Assets of Households(Trillions of yen)
1,600

73
1,400

65

69

382

384

76
66

800

37

39

37

39

69

72

391

397
392

401

402

395

403

402
403

385

195
135

69

59

1,000

134

65

72

69

387
1,200

67

156
43

40

49

41

197
52

40

180
53

41

180
56

42

199

61

43

201

206

65

74

43

43

61
61

58

57

399

397

402

Others402

Insurance andpension reserves

186

73

44

146

120

129

107

87

72

63

66

59

48

47

44

44

43

43

44

43

80

Shares and other
equity investments

Investment trust
beneficiary
certificates600

Bonds (excluding
investment trusts)
400

772

777

771

781

769

773

766

778

769

778

770

785

775

784

779

792

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

786

200

0
Calendar 2005

Calendar 2006

Calendar 2007

48

Calendar 2008

1Q
Calendar2009

Currency andDeposits•

The Nikkei Stock Average, which is an average of the price of 225 stocks listed on the Tokyo Stock
Exchange, increased by 1.3% to ¥17,287.65 during the fiscal year ended March 31, 2007 but decreasedby 27.5% to ¥12,525.54 during the fiscal year ended March 31, 2008, followed by a 35.3% decrease to¥8,109.53 during the fiscal year ended March 31, 2009. Thereafter, the Nikkei Stock Average increasedto ¥10,356.83 as of July 31, 2009. The following chart shows the daily closing price of the Nikkei Stock
Average from January 2006 through July 2009:
Nikkei Stock Average(Yen)
20,00018,00016,00014,00012,00010,000
8,000
6,000
4,000
2,000
0
1 '06

•

4 '06

7 '06

10 '06

1 '07

4 '07

7 '07

10 '07

1 '08

4 '08

7 '08

10 '08

1 '09

4 '09

7 '09

The Japanese yen to U.S. dollar spot exchange rate, according to the Bank of Japan, was ¥118.05 to$1.00 as of March 31, 2007, ¥99.37 to $1.00 as of March 31, 2008 and ¥98.31 to $1.00 as of March 31,
2009. The following chart shows the yen/dollar spot rate of 5 p.m. Tokyo time published by the Bank ofJapan from January 2006 through July 2009:
Yen/Dollar Spot Rate
(Yen per dollar)
125
120
115
110
105
100
95
90
85
1 '06

4 '06

7 '06

10 '06

1 '07

4 '07

7 '07

10 '07

49

1 '08

4 '08

7 '08

10 '08

1 '09

4 '09

7 '09

•

According to the Ministry of Land, Infrastructure and Transport of Japan, housing starts in Japan
increased by 4.7% and 2.9% in the fiscal years ended March 31, 2006 and 2007, respectively, decreasedby 19.4% in the fiscal year ended March 31, 2008 and increased by 0.3% again in the fiscal year ended
March 31, 2009.

•

According to the Ministry of Land, Infrastructure and Transport, the average published land prices inJapan rose 0.1% during calendar year 2006, which was the first increase in 16 years, and rose again by
1.3% during calendar year 2007 but decreased by 3.2% during calendar year 2008.

Capital Improvements
All yen figures in this subsection are truncated. Accordingly, the total of each column of figures may not be
equal to the total of the individual items.
We are pursuing “strengthening of stable capital base” and “steady returns to shareholders” as our“disciplined capital management.”
Strengthening of Our Stable Capital BaseOur medium-term target is to increase our consolidated Tier 1 capital ratio to 8% level. In order to achievethis, we have implemented a series of measures as follows.
We issued ¥303.0 billion, ¥355.0 billion, and $850 million of non-dilutive preferred securities in July
2008, December 2008, and February 2009, respectively, through our overseas special purpose companies toenhance the Tier 1 capital of Mizuho Financial Group as well as its banking subsidiaries and improve theflexibility of our future capital strategy.
In June 2008, we redeemed $1.0 billion, $1.6 billion and ¥118.5 billion of non-dilutive preferred securities thatwere issued by our overseas special purpose companies in February 1998, March 1998 and August 2002, respectively.
With respect to Tier 2 capital, through public offerings to retail investors in Japan, Mizuho Bank issued¥77.0 billion of dated subordinated bonds in December 2008, and Mizuho Corporate Bank issued ¥123.0 billionof dated subordinated bonds in March 2009. Through public offerings to wholesale investors in Japan, Mizuho
Trust & Banking issued ¥15.2 billion of dated subordinated bonds in March 2009, and Mizuho Corporate Bank
issued ¥120.0 billion of dated subordinated bonds in June 2009.
In April 2009, we redeemed €750 million of dated subordinated bonds that were issued by our overseas
special purpose company in March 2004.
Steady Returns to Shareholders
In order to offset the potential dilutive effect of the conversion of our eleventh series class XI preferredstock issued to the private sector in consideration of the possibility that the number of shares of our common
stock would increase after the commencement of the conversion period on July 1, 2008, we repurchased a total of283,500 shares of our common stock for ¥149.9 billion in July 2008 and cancelled all of the shares repurchased
in September 2008, except the shares to be assigned for use in connection with the stock compensation-type
stock options (stock acquisition rights) for our directors and executive officers. For information on the progressin the conversion of our eleventh series class XI preferred stock, see “—Capital Adequacy—Capital.” For
information on our stock compensation-type stock options (stock acquisition rights) for directors, see “Item 6.B.
Directors, Senior Management and Employees—Compensation.”With respect to dividends, despite the considerable worsening of our consolidated financial results in thefiscal year ended March 31, 2009, compared with the previous fiscal year, we paid cash dividends of ¥10 per
share of common stock for the fiscal year ended March 31, 2009 from the standpoint of providing stable periodic
dividend payments.
50

Shift of Priority
While our basic policy of pursuing “disciplined capital management” remains unchanged, we intend to put
more priority on strengthening our stable capital base, having considered the importance of capital under the
recent circumstances, especially from the second half of the fiscal year ended March 31, 2009. We believe that
our strengthening of stable capital base makes ourselves prepare for a further adverse business environment.
Measures we have taken for responding to the above priority include the following:•

We have suspended repurchases and cancellation of shares of our common stock since the second halfof the fiscal year ended March 31, 2009 until our capital base is further strengthened.

•

In June 2009, we redeemed ¥176.0 billion of non-dilutive preferred securities that were issued todomestic investors by our overseas special purpose company in March 1999.

•

In May 2009, we announced plans to issue non-dilutive preferred securities through our overseas special
purpose companies. In June 2009, we issued ¥139.5 billion of such non-dilutive preferred securities.
The proceeds were provided to Mizuho Corporate Bank as payment for the subscription of its common
stock. The overseas special purpose companies may issue additional non-dilutive preferred securities in
the near future.

In addition to the above measures, in July and August 2009, we issued an aggregate of ¥529.2 billion incommon stock through a global offering to secure, in light of the current uncertainty over the economy, a solidand sufficient capital buffer in preparation for a further adverse business environment and enhance the flexibility
to re-capture business opportunities with our solid customer base to lead to our sustainable growth. This capitalraising will also allow us to prepare for the ongoing global discussions as to the new definition of quality ofcapital, which is a matter of concern among investors and regulatory authorities worldwide. No conclusion has
yet been reached by such authorities. Having considered the above objectives, we aim to maintain our prime
capital, as defined in “—Capital Adequacy—Prime Capital,” which has a stronger ability to absorb losses, at alevel of more than half of our Tier 1 capital.
Capital and Dividend Policies
Our basic policy to pursue disciplined capital management is unchanged; we pursue an optimal balance
between “strengthening of stable capital base” and “steady returns to shareholders” in accordance with changes
in business environment.
With respect to estimated dividend payments for fiscal year ending March 31, 2010, we plan to reduce ourdividend by ¥2 on a year-on-year basis to ¥8 per share of common stock, taking also into account the standpointof providing stable periodic dividend payments. The foregoing statements are forward-looking statements thatreflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. See“Forward-Looking Statements.”
Business Trends
Based on our current operating environment and management focus, we believe that the trends that are mostsignificant to our current and future results of operations include the following:
Loans and Deposits
Loan volume
Our total loan balance increased on a year-on-year basis in the fiscal year ended March 31, 2009 due mainly
to an increase in domestic loans resulting from an increase in loans to Japanese government and an increase inloans to corporate borrowers attributable to the strong funding needs triggered by the turmoil in the financial
market. We generally aim to meet the financing needs of borrowers, especially those of domestic ones.
51

Margins between loans and deposits
The Bank of Japan announced on July 14, 2006 and on February 21, 2007 that it raised its target for theuncollateralized overnight call rate from 0% to 0.25% and from 0.25% to 0.5%, respectively. Reflecting theseraises, the average yield on domestic loans increased from 1.54% in the fiscal year ended March 31, 2007 to
1.77% in the fiscal year ended March 31, 2008, and the average rate on domestic interest-bearing deposits
increased from 0.38% to 0.52%. The increase of 0.23% in average yield on domestic loans in the fiscal year
ended March 31, 2008 compared to the previous fiscal year was larger than the increase of 0.14% in the averagerate on domestic interest-bearing deposits over the same period, resulting in a widening of the difference between
such average yield and average rate. In response to the weakening economic environment, the Bank of Japanannounced a reduction of its target for the uncollateralized overnight call rate from 0.5% to 0.3% in October
2008 and to 0.1% in December 2008. Reflecting these reductions, the average yield on domestic loans decreased
from 1.77% in the fiscal year ended March 31, 2008 to 1.72% in the fiscal year ended March 31, 2009, and theaverage rate on domestic interest-bearing deposits decreased from 0.52% to 0.43%. Although the difference
between the decrease in average yield on domestic loans and the decrease in average rate on domestic interestbearing deposits in the fiscal year ended March 31, 2009 compared to the previous fiscal year was not significant,negative effects on margins are expected during the fiscal year ending March 31, 2010, assuming the Bank ofJapan does not raise its target rate. This is due mainly to the general insensitivity of yen demand deposits tochanges in market interest rate levels and the time lag between market interest rates and their reflection on
average interest rates on loans.
Provision (credit) for loan losses
We had a provision for loan losses of ¥567.4 billion in the fiscal year ended March 31, 2009 compared to acredit for loan losses of ¥57.8 billion in the previous fiscal year. The provision for loan losses was due mainly todeclines in the financial condition of domestic SMEs and middle-market corporations, the effect of the collapse of
Lehman Brothers on our exposures to related entities and the weakening credit status of overseas loans reflecting
the global economic downturn, as well as increased estimated loss rates related to normal obligors. In addition, thedecline in export demand due to the global economic downturn, the strength of the Japanese yen and their impact onexport-based businesses in Japan have also negatively impacted the financial condition of a wide range ofborrowers. The amount of provision for loan losses in future fiscal years will depend largely on trends in the credit
quality of borrowers, which in turn will be affected by the domestic and global economic environment and otherfactors, and changes in the value of collateral on our loans. If worldwide demand for Japanese products and services
declines further, and if weakness in the Japanese and global economy worsens further or if another financial crisis
develops, there can be no assurance that the amount of provision for loan losses will not increase significantly infuture periods due to further declines in the credit quality of our customers both in and outside of Japan.
Fees and Commissions
Fees and commissions from corporate and retail customers have been significantly affected by the domestic
and global economic environment. Until recent years, we experienced a period of significant increases in fees
and commissions due to an expansion in various fee businesses that we offer to our corporate customers, such as
fees from syndicated loans, other forms of financing arrangements and various advisory services, as demand forsuch products and services grew among Japanese corporations. Fees and commissions from retail customers had
also increased due to growth in sales commissions related to various investment products as Japanese individuals
increased the proportion of investments other than deposits within their total financial assets as interest rates on
deposits maintained historically low levels. Despite our expectation at the time for continued growth in fees andcommissions, a weak economic environment and turmoil in the global financial market, as well as increased
competition within the domestic financial services industry, drove a decline in fees and commissions in the fiscal
year ended March 31, 2008, and the decline accelerated in the fiscal year ended March 31, 2009. Fees andcommissions earned from businesses involving corporate customers decreased in the fiscal year ended March 31,
2009 due to the increased competition and the dislocation in the global financial markets which negatively
impacted areas such as overseas leveraged buyout and other financings. Under unstable market conditions, sales
52

of investment products to retail customers have significantly decreased due mainly to the growing risk aversionof individuals. Although this trend may continue while the current global and domestic economic weakness
continues, we do not believe that the general trend in recent years of Japanese individuals to shift their financial
assets from savings to investments was only short term and instead believe that the trend will return over the longterm.
Debt and Equity Securities Portfolio
The amount of our funding through deposits and debentures significantly exceeds our total loans. As aresult, we allocate a significant portion of such excess among investments in debt securities, including Japanese
government bonds and credit and alternative investments, which we promote to diversify our risks and to expand
our income sources, and we also hold investments in equity securities consisting mainly of common stock ofJapanese listed company customers.
The fair value of available-for-sale marketable equity securities within our investments was ¥4,512.5 billionand ¥2,870.1 billion as of March 31, 2008 and 2009, respectively. Because the size of our portfolio of marketable
equity securities is substantial, we are subject to significant equity market risk, as increases in unrealized gains
and losses related to changes in the fair value of available-for-sale marketable equity securities are reflected inaccumulated other comprehensive income, net of tax in shareholders’ equity or, in the case of other-thantemporary impairments to fair value, charged to income as an impairment loss. Unrealized gains-net of ¥1,893.0
billion and ¥632.8 billion were reflected in accumulated other comprehensive income, net of tax as of March 31,
2008 and 2009, respectively. We recognize impairment losses on marketable equity securities if the securities are
deemed other-than-temporarily impaired. We generally deem marketable equity securities with fair value that
continues to be below cost for six months or more to be other-than-temporarily impaired. For the fiscal year
ended March 31, 2009, impairment losses on available-for-sale securities were ¥462.9 billion, and most of thisamount was attributable to marketable equity securities. We expect the size of our portfolio of marketable equity
securities to continue to be significant, while we plan to continue reducing our holdings of marketable equity
securities with a medium-term target to lower the acquisition cost of marketable equity securities to 50% of ourTier 1 capital.
Increases in long-term interest rates generally lead to a decline in the fair value of our portfolio of debt
securities, a vast majority of which consists of Japanese government bonds. As of March 31, 2009, we had a totalof ¥24,684.7 billion of available-for-sale debt securities within our investments, of which ¥18,458.1 billion was
Japanese government bonds. Changes in fair value of such available-for-sale debt securities are reflected inaccumulated other comprehensive income, net of tax in shareholders’ equity or, in the case of other-thantemporary impairments to fair value, charged to income as an impairment loss. We had ¥29,859.1 billion and¥24,684.7 billion of available-for-sale debt securities as of March 31, 2008 and 2009, respectively, andunrealized gains of ¥14.9 billion and unrealized losses of ¥26.1 billion were reflected in accumulated othercomprehensive income, net of tax as of such dates, respectively. Investment losses related to bonds decreased by¥136.4 billion from the previous fiscal year to ¥177.7 billion in the fiscal year ended March 31, 2009 due mainly
to the reclassification of investment losses related to foreign currency denominated available-for-sale securities
from investments gains (losses) to trading account gains (losses) following the adoption of the fair value option
under SFAS No. 159 as of April 1, 2008. Investment losses related to bonds for both fiscal years also include thelosses on sales of, and impairment losses on various types of, securitization products due to the impact of thedislocation in the global financial market stemming from U.S. subprime loan issues. See “—Overview—Impactof the Dislocation in the Global Financial Markets.”
Trading Account Gains—Net
Trading account gains—net decreased by ¥14.0 billion from the previous fiscal year to ¥122.0 billion in thefiscal year ended March 31, 2009 due mainly to the decrease in gains related to changes in the fair value ofderivative financial instruments used to hedge market risks, mainly interest rate risk, that are not eligible forhedge accounting under U.S. GAAP and the losses incurred by consolidated VIEs, such as stock investment
53

trusts, due mainly to declines in the stock markets. Trading account gains—net also include losses related tochanges in the fair value of foreign currency denominated available-for-sale securities that were elected for fairvalue treatment under SFAS No.159 as of April 1, 2008, offset in part by trading losses on securitization products
incurred by Mizuho Securities. Although Mizuho Securities significantly reduced its holding of foreign currency
denominated securitization products, it continues to hold a certain amount of such assets that are exposed to therisk of further declines in value or that may otherwise lead to further losses. While we will endeavor to continue
reducing the amount of foreign currency denominated securitization products through sales or other measures,
our exposure to assets that are subject to such risk may increase in the future depending on market conditions andother factors. We may be subject to losses in subsequent periods absent a market recovery. For information on
securitization products held by Mizuho Securities, see “—Overview—Impact of the Dislocation in the Global
Financial Markets.”
Costs and Expenses
In the fiscal year ended March 31, 2009, salaries and employee benefits increased by ¥59.8 billion due
mainly to the increase in employee retirement benefit expenses, which in turn was due mainly to the declines in
expected returns on pension plan assets and the amortization of net actuarial loss in the fiscal year ended
March 31, 2009 compared to the amortization of net actuarial gain in the previous fiscal year. General andadministrative expenses and occupancy expenses decreased by ¥9.4 billion and ¥19.1 billion, respectively,
through detailed reviews, while costs related to focused areas to which we outlay our management resources,
such as further enhancement to our infrastructure to promote our domestic consulting activities with individuals,
continue to increase. Although we plan to continue our efforts to reduce general and administrative expenses andoccupancy expenses through detailed reviews for the entire group, we expect that such cost reduction will be
offset at least in part by increased expenses related to employee retirement benefits.
Impact of the Dislocation in the Global Financial Markets
All figures in this subsection are approximate amounts based on a managerial accounting basis underJapanese GAAP used for risk monitoring purposes.
The impact of the dislocation in the global financial markets stemming from U.S. subprime loan issues has
spread widely across the markets for securitization products, including residential mortgage-backed securities(RMBS) and collateralized debt obligations (CDOs) backed by RMBS, regardless of whether they involve U.S.
subprime mortgage loans, leading to significant liquidity problems related to securitization products that havecontributed to the declines in the value, and disruption of historical pricing relationships, of such products.
The adverse impact has further expanded to various markets such as asset-backed commercial paper(ABCP) and loans related to leveraged buyout transactions. In addition, structured investment vehicles (SIVs),
which are investment vehicles designed to earn a spread between the short-term debt that they issue and thelonger-term investments (including the types of securities that were impacted by the market dislocation) that they
make, have faced significant liquidity issues in connection with their issuances of short-term debt as a result of
rating agency downgrades of their longer-term investments and other related market developments.
The foregoing market developments had adversely affected our financial condition and results of operationsin the fiscal year ended March 31, 2008. The negative impact continued in the fiscal year ended March 31, 2009
although the losses incurred decreased compared to the previous fiscal year. This subsection sets forth
information relating to such effects, taking into account the recommendations relating to disclosure contained
within the Report of the Financial Stability Forum on Enhancing Market and Institutional Resilience dated
April 7, 2008.

54

In the fiscal years ended March 31, 2008 and 2009, our three principal banking subsidiaries, Mizuho
Corporate Bank, Mizuho Bank and Mizuho Trust & Banking (including their overseas subsidiaries, but excluding
subsidiaries of Mizuho Securities) and Mizuho Securities (including its overseas subsidiaries) incurred thefollowing losses offset in part by hedging profits:
Fiscal year ended
March 31,2008
2009
(in billions of yen)Three principal banking subsidiaries (including their overseas subsidiaries, but excluding
subsidiaries of Mizuho Securities):
Losses on sales of securitization products, etc. (including devaluation and provision ofreserve for possible losses on investments) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses associated with ABCP programs (including provision of reserve forcontingencies) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related costs associated with SIVs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net losses on provision of reserve for possible losses on sales of loans(1) . . . . . . . . . . .
Profits from hedging of securitization products exposure with credit default swaps . . .

¥ (93)¥(126)(3)

(95)
(21)
(51)
29

(4)
—
(12)
23

Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Securities (including its overseas subsidiaries):(2)Trading losses (net of hedges) on securitization products . . . . . . . . . . . . . . . . . . . . . . . .
Losses associated with U.S. financial guarantors (monoline insurers) . . . . . . . . . . . . . .

(232)

(119)

(349)
(64)

(16)(4)—

Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(413)

(16)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥(645)¥(135)(5)

Notes:(1) Separately recorded approximately ¥19.0 billion of credit-related costs in the fiscal year ended March 31,
2009 due to downgrading of some obligors to the intensive control obligors classification or below.
(2) Our other principal securities subsidiary, Mizuho Investors Securities, held only a negligible amount of
securitization products as of March 31, 2008 and 2009, and its related gains/losses were also negligible. The
figures do not include reserves for counterparty risks associated with the amount to be claimed at settlementof the CDS related to securitization products described in the table titled “Credit default swaps related tosecuritization products held by Mizuho Securities (including its overseas subsidiaries)” on page 59.
(3) Includes ¥101 billion of losses on sales of foreign currency denominated securitization products, etc.
(including devaluation and provision of reserve for possible losses on investments).
(4) Includes ¥12 billion of trading losses (net of hedges) on foreign currency denominated securitization
products.
(5) We manage these gains/losses under Japanese GAAP, and beginning the fiscal year ended March 31, 2009,
we no longer prepare the information regarding the corresponding figures under U.S. GAAP. The
corresponding figure under U.S. GAAP for the fiscal year ended March 31, 2008 was a loss of ¥734 billion
compared to a loss of ¥645 billion under Japanese GAAP. We believe that the principal causes for thedifference between Japanese GAAP and U.S. GAAP figures include the following:•

Losses on sales of securitization products, etc. (including devaluation and provision of reserve forpossible losses on investments) Difference in recognition criteria for declines in the fair value of
securities below cost that are deemed to be “other-than-temporary.” See “—Reconciliation withJapanese GAAP—2. Investments” for further information. In addition, following the adoption of SFAS
No. 159, we elected the fair value option for foreign currency-denominated available-for-sale securities,
including foreign currency-denominated securitization products, on April 1, 2008, resulting in thechange in fair value of those securities being recognized in earnings under U.S. GAAP. See note 28 toour consolidated financial statements included elsewhere in this annual report for further information.
55

•Net losses on provision of reserve for possible losses on sales of loans. Difference in the calculation oflosses related to loans held for sale. Reserves for possible losses on sales of loans under Japanese GAAP
do not include relevant general and specific reserves for possible losses on such loans, while valuation
losses related to loans held for sale under U.S. GAAP are generally equivalent to the aggregate amountof losses related to reserves for possible losses on sales of loans and reserves for possible losses on suchloans under Japanese GAAP. See note 5 to our consolidated financial statements included elsewhere inthis annual report for further information on valuation losses related to loans held for sale under U.S.
GAAP.

Securitization Products
We continue to hold a significant amount of securitization products. The balance (banking account) ofsecuritization products held by our principal banking subsidiaries (including their overseas subsidiaries, but
excluding subsidiaries of Mizuho Securities) was approximately ¥3,090 billion, of which approximately ¥540
billion was foreign currency-denominated as of March 31, 2009. Similarly, the net balance (trading account) heldby Mizuho Securities (including its overseas subsidiaries) was approximately ¥227 billion, of whichapproximately ¥39 billion was foreign currency-denominated as of March 31, 2009.
We reduced significantly the amount of securitization products, in particular foreign currency-denominatedsecuritization products held by Mizuho Securities (including its overseas subsidiaries), in recent years.
The following table shows a breakdown of foreign currency-denominated securitization products held byour principal banking subsidiaries and their overseas subsidiaries, but excluding subsidiaries of Mizuho
Securities (banking account) as of March 31, 2008 and 2009:
As of March 31,
2008

Changes in fiscal year ended
March 31, 2009

Marks
(%)
(fair
Balance value)/
Foreign
(fair
(face
Gains
exchangevalue)(1) value) (losses)(8)
rates

Sales,
etc.

As of March 31, 2009

Realized
Marks
gains
(%)
(losses) in(fair
fiscal year
Balance value)/ Unrealized
ended
(fair
(face
gains
March 31,
value)(1)(2) value) (losses)(2)2009(1)(2)

As of March 31,
2009

Hedgedproportions(3)(in billions of yen, except percentages)

ABSCDOs, CDOs . . . . . . . . . . .
CDOs backed by RMBS . . . .
CDOs except above . . . . . . . .
CDOs backed by claims
against corporations(6) . .
CDOs backed bycommercial mortgagebacked securities(CMBS) . . . . . . . . . . . . .
RMBS . . . . . . . . . . . . . . . . . . . .
RMBS with underlying assets
in the U.S.(7) . . . . . . . . . . . .
RMBS except above (RMBS
with underlying assets
mainly in Europe) . . . . . . .
ABS, collateralized loan
obligations (CLOs) andothers . . . . . . . . . . . . . . . . . . .
CLOs(6) . . . . . . . . . . . . . . . . . .
ABS . . . . . . . . . . . . . . . . . . . .
CMBS . . . . . . . . . . . . . . . . . .
SIV-related . . . . . . . . . . . . . . .

¥126
36
90(5)

Total . . . . . . . . . . . . . . . . . . . . . .

51% ¥ (41)
28
(29)
77
(11)

¥ (11) ¥ (26) ¥ 49
(1)
(2)
5(4)
(11)
(24)
44(5)

23% ¥ (3)
3
0
55
(3)

¥ (44)
(29)
(15)

30%
—
30

90

77

(11)

(11)

(24)

44

55

(3)

(15)

30

—
319

—
86

—
(36)

—
(57)

—
(38)

—
188

—
68

—
(21)

—
(37)

—
60

—

—

—

—

—

—

—

—

—

—

319

86

(36)

(57)

(38)

188

68

(21)

(37)

60

444
195
169
79
—

85
86
93
89
—

(8)
7
(8)
(7)
—

(40)
(7)
(19)
(14)
—

(92)
(12)
(74)
(6)
—

303
182
69
52
—

79
90
77
76
—

(29)
(20)
(4)
(5)
—

(20)
(6)
(8)
(6)
0

50
50
40
50
—

¥889

78% ¥ (85)62% ¥ (53)¥(101)

50%¥(108) ¥(155) ¥540

56

Notes:(1) Except for the securitization products which were the reference assets of our securitization schemes for transferring
credit risk to third parties (hedged portion), a reserve for possible losses on investments has been provided since
March 31, 2008 against unrealized losses on securitization products related to the discontinuation of business regarding
credit investments primarily in Europe, which had been made as an alternative to loans. The balance of reserve wasapproximately ¥32 billion as of March 31, 2009. Since securities were recognized at fair value on the consolidatedbalance sheet, the relevant balances as of March 31, 2008 and March 31, 2009 were those after being offset by theamount of reserve for possible losses on investments.
(2) With respect to the vast majority of credit investments in securitization products made as an alternative to loans by ourEuropean and North American offices, we changed the calculation method for fair value and applied reasonably
calculated prices based on the reasonable estimates of our management as fair value as of March 31, 2009. The bookvalue of the relevant securitization products after the change was approximately ¥515 billion.
(3) The approximate proportions of balances (fair value) of our securitization products, as of March 31, 2009, which were
the reference assets of our securitization schemes (with CDS and other means) for transferring credit risk to third parties
until maturity. In some of these securitization schemes, a portion of the credit risk of the reference assets remained withus through our retaining a small first loss position and a portion of senior tranches. As of March 31, 2009, the hedges
included approximately ¥163 billion (on a notional amount basis) of credit default swaps entered into with a financial
services subsidiary (A- rating) of a multi-line insurance company and approximately ¥98 billion (on a notional amountbasis) of credit default swaps entered into with a government-affiliated financial institution (AA- rating). The ratings
were based on the lowest external ratings as of March 31, 2009.
(4) The proportion of U.S. subprime mortgage loan-related assets to the total underlying assets of this CDO was up to
approximately 40%. The entire balance (fair value) consisted of super senior tranche.
(5) The entire balance consisted of securitization products backed by original assets (i.e., non-securitized assets).
(6) Re-classified a part of the securitization products, which had been categorized in “CDOs backed by claims against
corporations” as of March 31, 2008, to “CLOs” after a review of the definition of each category since our disclosure forthe first quarter of fiscal year ended March 31, 2009.
(7) Excludes U.S. government-owned corporation (Ginnie Mae) bonds and government-sponsored enterprise (Fannie Maeand Freddie Mac) bonds. The balance of those bonds as of March 31, 2009 was approximately ¥665 billion, of whichapproximately ¥663 billion consisted of RMBS guaranteed by Ginnie Mae with approximately ¥18 billion of unrealized
gains. There was no holding of stocks of these entities.
(8) Includes realized gains (losses) and changes in unrealized gains (losses).

57

The following table shows a breakdown of foreign currency-denominated securitization products held byMizuho Securities and its overseas subsidiaries (trading account, net of hedges) as of March 31, 2008 and 2009:
As of March 31,
2008
Marks
(%)
(fair
Balance value)/
(fair
(face
value) value)

ABSCDOs, CDOs . . . . . . . . . . . . . . . . . . . ¥ 50
18%
CDOs backed by RMBS . . . . . . . . . . . .
24
10Hedged by CDS with a
non-investment grade financial
guarantor(2) . . . . . . . . . . . . . . . . . . .
11
17
CDOs except above(4) . . . . . . . . . . . . . .
26(3) 83
CDOs backed by claims against
corporations . . . . . . . . . . . . . . . . . .
16
92
Hedged by CDS with a
non-investment grade financial
guarantor(2) . . . . . . . . . . . . . . . . . ——CDOs backed by CMBS . . . . . . . . . .
0
8
RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
27
RMBS backed by U.S. subprime
mortgage loans . . . . . . . . . . . . . . . . .
15
31

Changes in fiscal year
ended
March 31, 2009

Marks
(%)
(fair
Foreign
Balance value)/
Realized exchange Sales,
(fair
(face
lossesrates
etc.
value) value)(in billions of yen, except percentages)¥ (1) ¥ (37)
(1)
(11)

¥

—

—
(0)

—
(26)

—
—

—
—

—
0

—

—

(16)

—

—

—

—
0
(1)

—
(0)
(1)

—
(0)
(50)

—
—

—
—
1

1

—
0
(1)

(0)

(0)

(15)

0

2

(0)

(1)

(1)

(35)

1

1

(1)

0

1

32
24
0
8(6)

79
83
14
72

(5)
(3)
(0)
(2)

12%

¥ (12)

0

38

26

RMBS backed by mid-prime loans(Alt-A) . . . . . . . . . . . . . . . . . . . . . .

19

26

2
2
0

67
73
43
—

(4)
(3)
(0)
—

(1)
(1)
(0)
—

22%

¥ (12)¥ (2) ¥ (52)—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥105

(19)
35
26
(0)
8(6)

6
6(1)

¥ 39

2%
2

Realized
gains (losses)
in fiscal year
ended
March 31,
2009

¥ (6)
(6)

RMBS except above (RMBS backed by
mid-prime loans, prime loans andothers)(5) . . . . . . . . . . . . . . . . . . . . . . .

ABS, CLOs and others . . . . . . . . . . . . . . .
CLOs(4) . . . . . . . . . . . . . . . . . . . . . . . . .
CMBS . . . . . . . . . . . . . . . . . . . . . . . . . .
SIV-related . . . . . . . . . . . . . . . . . . . . . .

As of March 31,
2009

¥ (6)
(6)

Notes:(1) The proportion of U.S. subprime mortgage loan-related assets to total underlying assets was approximately
10%. Approximately 50% of the balance (fair value) was super senior tranche.
(2) CDO exposures hedged by CDS with a non-investment grade (based on external ratings as of March 31,2008) U.S. financial guarantor (monoline insurers), net of allowance. The hedging transaction was
terminated in August, 2008. The related figures are included in “CDOs backed by RMBS.”(3) The entire balance consisted of securitization products backed by original assets (i.e., non-securitized assets).
(4) Re-classified the securitization products, which had been categorized in “CDOs except above” as ofMarch 31, 2008, to “CLOs” after a review of the definition of each category since our disclosure for the firstquarter of the fiscal year ended March 31, 2009.
(5) Excludes U.S. government-owned corporation (Ginnie Mae) bonds and government-sponsored enterprise(Fannie Mae and Freddie Mac) bonds. The balance of the corporate bonds issued by Fannie Mae andFreddie Mac as of March 31, 2009 was approximately ¥38 billion, which were held for the purpose of,among other things, market-making activities in the U.S. The bonds were subject to mark-to-market
58accounting so there were no unrealized losses. The realized losses for the fiscal year ended March 31, 2009were approximately ¥2 billion. The total balance of RMBS guaranteed by them was negligible. There wasno holding of stocks of these entities.
(6) Obtained senior bonds issued by an SIV in settlement of CDS transactions where such bonds were treated ascollateral. These CDS transactions were related to our CDO structuring business.
The following table shows a breakdown of credit ratings of the counterparties and reference assets of credit
default swaps related to securitization products held by Mizuho Securities (including its overseas subsidiaries) asof March 31, 2009:

Notional
amount(A)

Credit default swaps related to securitization products
held by Mizuho Securities (including its overseas
subsidiaries):
AAA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RMBS CDOs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other CDOs (backed by claims against
corporations) . . . . . . . . . . . . . . . . . . . . . . . . . .
AA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RMBS CDOs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other CDOs (backed by claims against
corporations) . . . . . . . . . . . . . . . . . . . . . . . . . .
of which counterparties are U.S. monoline
insurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A to BBB(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RMBS CDOs(2) . . . . . . . . . . . . . . . . . . . . . . . . . .
Other CDOs (backed by claims against
corporations)(3) . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade or no ratings(1) . . . . . . . . . . . . .
RMBS CDOs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other CDOs (backed by claims against
corporations) . . . . . . . . . . . . . . . . . . . . . . . . . .

As of March 31, 2009
Amount to beclaimed atsettlement
Fair value of(Net present value)reference asset (A) – (B) – (any cash(B)
received) = (C)(in billions of yen)

Reservesfor (C)

¥—
—

¥—
—

¥—
—

¥—
—

—
189
40

—
158
34

—
31
6

—

149

124

25

7

27
109
20

20
51
0

7
39
0

5
13
—

90
—
—

51
—
—

39
—
—

13
—
—

—

—

—

—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥298

¥208

¥ 70

¥ 20

Of which counterparties are U.S. monoline
insurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 27

¥ 20

¥

¥

7

7
1

5

Notes:(1) Categorized by the lowest grade (external credit ratings as of March 31, 2009) in case of crossover credit.
When the counterparty was guaranteed by third parties, categorized by the higher grade of either of them. In
case of SPVs that do not have issuer ratings, categorized by the parties with which final risk resided.
(2) The balance of difference between the notional amount and the fair value of reference asset (approximately¥20 billion) had already been received in cash from a CDS protection seller, thus the net present value forthat portion became nil (=no counterparty risk).
(3) For a portion of the amount, some of the rating agencies downgraded to BB equivalent rating as of May 19,
2009.
59

The following tables show breakdowns based on credit ratings and geographic distribution of foreign
currency-denominated securitization products held by (i) our principal banking subsidiaries (including its
overseas subsidiaries, but excluding subsidiaries of Mizuho Securities) and (ii) Mizuho Securities (including its
overseas subsidiaries) as of March 31, 2009:
As of March 31, 2009

Foreign currency-denominated securitization products
held by our principal banking subsidiaries (including
their overseas subsidiaries, but excluding
subsidiaries of Mizuho Securities):
Balance (fair value) . . . . . . . . . . . . . . . . . . . . . . . . . . .
By credit rating:
AAA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A......................................
BBB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BB or lower; no ratings . . . . . . . . . . . . . . . . . . . .
By geography:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

RMBS
CDOs

Other
CDOs RMBS CLOs ABS CMBS
(in billions of yen, except percentages)

¥

5

¥44

¥188(1) ¥182

0%
0
0
0
100

34%
21
23
12
11

10%
40
34
15
2

97% 25%
0
9
0
51
0
12
3
3

29%
40
30
1
1

45%
21
23
8
4

100%
0
0

17%
83
0

0%
91
9

92% 10%
0%
8
90
100
0
0
0

34%
62
3

¥69(2) ¥ 52

Notes:(1) Breakdowns of RMBS on a country-by-country basis and based on year of issuance are as follows:
United Kingdom . . . . . . . . . . . . . . . . . . .
Netherlands . . . . . . . . . . . . . . . . . . . . . .
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .

46%
25
12
16

2004 . . . . . . . . . . . . . . . . . . . . . . . .
2005 . . . . . . . . . . . . . . . . . . . . . . . .
2006 . . . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . . . .

6%
41
35
17

Credit card receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease/auto loan receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34%
46
20

(2) Major underlying assets of ABS are as follows:

60

Total

¥540

As of March 31, 2009
U.S.
RMBS subprime
Other
CDOs
RMBS
RMBS CLOs
SIV(in billions of yen, except percentages)

Foreign currency-denominated securitization products
held by Mizuho Securities (including its overseas
subsidiaries):
Balance (fair value) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
By credit rating:
AAA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A .........................................
BBB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BB or lower; no ratings . . . . . . . . . . . . . . . . . . . . . . . .
By geography:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0(1)

¥

0%
0
0
0
100

0%
20
0
14
65

0%
0
0
0
100

36%
0%
23
0
0
100
6
0
35
0

100%
0
0

100%
0
0

100%
0
0

65% 100% 78%
0
0
0
34
0
22

¥

6

¥

1(1) ¥24

Total

¥

8

¥39
23%
14
20
4
38

Note:
(1) A breakdown based on year of issuance of RMBS backed by U.S. subprime mortgage loans and other
RMBS combined is as follows:2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

84%
13

The following table shows a breakdown of yen-denominated securitization products held by (i) our principal
banking subsidiaries (including their overseas subsidiaries, but excluding subsidiaries of Mizuho Securities) and(ii) Mizuho Securities (including its overseas subsidiaries) as of March 31, 2009:
Our principal banking subsidiaries(including their overseas
subsidiaries, but excluding
Mizuho Securities
subsidiaries of Mizuho Securities)(including its overseas subsidiaries)
Balance
Unrealized
Balance
Realized gains(fair value)
gains (losses)(fair value)(losses) in the
as of
as of
as of
fiscal year ended
March 31, 2009
March 31, 2009
March 31, 2009
March 31, 2009
(in billions of yen)Japanese yen-denominated securitization
products . . . . . . . . . . . . . . . . . . . . . . . . . .
ABSCDOs, CDOs . . . . . . . . . . . . . . . . .
CDOs backed by RMBS . . . . . . . .
CDOs except above . . . . . . . . . . . .
CDOs backed by claims
against corporations . . . . . .
CDOs backed by CMBS . . . .
RMBS(2) . . . . . . . . . . . . . . . . . . . . . . . . .
ABS, CLOs and others . . . . . . . . . . . . . .
CMBS . . . . . . . . . . . . . . . . . . . . . .
ABS . . . . . . . . . . . . . . . . . . . . . . . .
CLOs . . . . . . . . . . . . . . . . . . . . . . .

¥2,54996—
96¥ (34)(1)
(6)
—
(6)

¥188
45
1
45

¥ (5)
(3)
(0)
(3)

94
2
1,137
1,316
849
406
61

(6)
(0)
(8)
(21)
(20)
0
(1)

45
—
9
134
12
117
5

(3)
—
(1)
(1)
(0)
(2)
1

61

Notes:(1) Realized losses for our principal banking subsidiaries (including their overseas subsidiaries, but excluding
subsidiaries of Mizuho Securities) in the fiscal year ended March 31, 2009 was approximately ¥25 billion.
(2) Represents RMBS originated by Japanese financial institutions and others. Japan Housing Finance Agency
Bonds were excluded. Balance of Japan Housing Finance Agency Bonds as of March 31, 2009 was asfollows:
Banking subsidiaries . . . . . . . . . . . . .
Securities subsidiaries . . . . . . . . . . . .

Balance: approximately ¥157 billion, Unrealized losses: approximately¥4 billion
Balance: approximately ¥15 billion, Realized gains/losses: negligible

Loans Held for Sale for which Reserve for Possible Losses on Sales of Loans was Recorded (Banking
Subsidiaries)
As of March 31, 2009, we had a total of approximately ¥105 billion in loans held for sale, including
approximately ¥7 billion in undrawn commitments related mainly to overseas leveraged buyout financings. We
recorded approximately ¥28 billion of reserve for possible losses on sales of loans against these loans held forsale as of March 31, 2009 at a reserve ratio of 27.2%. Of the balance of loans held for sale, 80% constituted loans
in Europe, 10% in the Americas, 5% in Japan and 5% in Asia (ex-Japan). These figures exclude those related tointensive control obligors classification or below. The reserve ratio would be 35.5%, if including the balances ofloans held for sale to such obligors and the amounts of both reserves for possible losses on loans and reserve forcontingencies in relation to the relevant balances. Out of the above-mentioned ¥105 billion, the LBO/MBO
related loans held for sale amounted to approximately ¥81 billion, and the relevant reserve ratio was 30.2%.
These figures exclude those related to intensive control obligors classification or below. The reserve ratio would
be 37.9%, if including the balances of loans held for sale to such obligors and the amounts of both reserves forpossible losses on loans and reserve for contingencies in relation to the relevant balances. Reserve for possible
losses on sales of loans was provided based on the following priority in valuation methods: (1) market prices,(2) market prices of similar transactions, (3) prices reasonably calculated by proprietary model reflecting factors
relative to each local market conditions. As of March 31, 2009, the top five loans, in terms of amount of loans
held for sale, represented approximately 80% of total loans held for sale. With respect to a portion of loans held
for sale by our European offices (¥348.2 billion), we reclassified such loans as loans other than loans held for
sale, based on the reasonably calculated prices, at the end of December 31, 2008.
The total balance of leveraged loans, primarily including LBO financing and MBO financing, includingloans held for sale and loans held within our loan portfolio, was ¥1.3 trillion of which ¥0.1 trillion was included
in loans held for sale as of March 31, 2009. Of the balance of leveraged loans, 62% constituted loans in Europe,
21% in the Americas, 9% in Asia (ex-Japan) and 9% in Japan. The balances include commitments that had notbeen drawn but for which documentation had been concluded.
Reserve for possible losses
Loans held for saleon sales of loans
Reserve ratio(in billions of yen, except percentages)

As of March 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange rate impact . . . . . . . . . . . . . . . . .
Newly underwritten . . . . . . . . . . . . . . . . . . . . . . . . .
Sales, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of March 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . .

approx.
approx.
approx.

Note:(1) Of which approximately ¥7 billion was unused commitments.

62

¥ 806
(31)
5
(674)
105(1)

¥ 51
—
—
—
29

6.3%
—
—
—
27.2

Overseas Asset-backed Commercial Paper Programs (Banking Subsidiaries)
As of March 31, 2009, the balance of the total assets acquired by overseas asset-backed commercial paper
conduits, for which Mizuho Corporate Bank acted as a sponsor, was approximately ¥150 billion, which included
approximately ¥82 billion of securitization products backed by credit card receivables, account receivables, auto
lease receivables and others. Of the total balance of ¥150 billion, credit card receivables constituted 42%,
account receivable constituted 16%, auto lease (rent-a-car) receivables constituted 6%, loans against auto dealers
constituted 20% and others constituted 17%. No U.S. subprime mortgage loan-related assets were included. Thebalance of securitization products acquired by the aforementioned overseas ABCP conduits decreased almost byhalf from that as of March 31, 2008 due primarily to redemptions at maturities.
With respect to a portion of a liquidity facility for one of the overseas ABCP programs mentioned above,
Mizuho Corporate Bank recorded approximately ¥4 billion of reserve for contingencies for the equivalentamount of the entire valuation losses on approximately ¥7 billion of securitization products backed by auto leasereceivables (guaranteed by a U.S. monoline insurer) as of March 31, 2009.
Securitization Products Guaranteed by U.S. Monoline Insurers (Banking Subsidiaries)
Approximately ¥8 billion of securitization products backed by auto lease receivables was guaranteed by
U.S. monoline insurers. The balance decreased significantly from approximately ¥30 billion as of March 31,
2008 due to redemptions at maturities. See “—Overview—Impact of the Dislocation in the Global Financial
Markets—Overseas Asset-backed Commercial Paper Programs (Banking Subsidiaries).”
Loans Guaranteed by U.S. Monoline Insurers (Banking Subsidiaries)
As of March 31, 2009, approximately ¥13 billion of Mizuho Corporate Bank’s loan commitments tooverseas infrastructure projects (of which approximately ¥6 billion was drawn) was guaranteed by U.S. monoline
insurers. No U.S. subprime mortgage loan-related exposure was included. There were no particular concerns
regarding the credit condition of the projects as of March 31, 2009.
Other Relevant Information (Banking Subsidiaries)
As of March 31, 2009, we had a total of approximately ¥45 billion in outstanding loans to U.S. mortgage
lenders mainly for their working capital, with approximately 40% of those companies (based on loan amount)having ratings in the “A” range and the rest having ratings in the “BB” range (ratings are based on the lowest
external ratings as of March 31, 2009). As of March 31, 2009, we had no subprime-related warehouse loans, orloans that provide interim funding to other financial institutions while they accumulate assets for a new assetbacked securities issuance. With respect to investments and loans associated with SIVs held by our banking
subsidiaries, all exposures had already been written-off in the fiscal year ended March 31, 2008. There were no
SIVs established that received liquidity support and other assistance from our banking subsidiaries.
As shown above, we continue to hold a significant amount of assets that are exposed to the risk of further
declines in value or that may otherwise lead to further losses. While we will endeavor to continue reducing theamount of foreign securitization products through sales or other measures, our exposure to assets that are subject
to such risks may increase in the future depending on market conditions and other factors.
Our Special Purpose Entities
Our use of special purpose entities relates mainly to variable interest entities, or VIEs, and qualifying special
purpose entities, or QSPEs. The following sets forth information regarding our VIEs and QSPEs.

63

Variable Interest Entities (VIEs)
Our VIEs are distinguished between those that are consolidated for purposes of our consolidated financial
statements and those that are not. VIEs are consolidated if we are deemed to be the primary beneficiary of those
VIEs. With respect to certain unconsolidated VIEs, we determined that, while we were not the primary
beneficiary, they were “significant or sponsored unconsolidated variable interest entities” due to our significant
variable interests. In the normal course of business, we are involved with VIEs primarily through the following
types of transactions:•asset-backed commercial paper/loan programs;•

asset-backed securitizations;•investments in securitization products;•

investment funds; and•trust arrangements and other.

The following table shows the amount of assets held by consolidated VIEs and total assets and maximum
exposure to loss for our significant or sponsored unconsolidated VIEs related to each type of transaction:
As of March 31, 2009
Total assets ofconsolidated andsignificant orsponsored
unconsolidated VIEs

Asset-backed commercial paper/loan
programs . . . . . . . . . . . . . . . . . . . . .
Asset-backed securitizations . . . . . . . .
Single-seller programs . . . . . . . . .
Investments in securitization
products . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . .
Trust arrangements and other . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . .

Significant or sponsoredunconsolidated VIEs
Maximum exposure
Consolidated assets
Total assets
to loss(1)(in millions of yen)
Consolidated VIEs

¥2,497,291
2,034,439
88,036¥2,497,291
616,794
73,110¥—1,417,645
14,926¥—43,90815,00037,674
3,042,412
933,249

37,674607,284——
2,435,128
933,249—
412,983
452,549¥8,545,065¥3,759,043¥4,786,022¥909,440

Note:(1) Maximum exposure to loss is the contractual or notional amounts of liquidity facilities and otheroff-balance-sheet credit related support or principal amount of financing or investments, and is notindicative of the ongoing exposure which is managed within our risk management framework.
Asset-backed commercial paper/loan programs in the above table consist of multi-seller programs that wemanage, which provide our clients with off-balance-sheet and/or cost-effective financing. Asset-backed
securitizations in the above table consist of non-multi-seller programs that we arrange, which include various
types of structured financings to meet clients’ various off-balance-sheet financing needs (referred to as singleseller programs in this subsection) and CDOs, CLOs or other repackaged instruments that are issued by VIEs tomeet clients’ or investors’ financial needs.
We generally provide liquidity and credit support facilities and other financing to VIEs related to the multiand single-seller programs, and as a result, these VIEs are generally treated as consolidated VIEs.
See note 26 in our consolidated financial statements included elsewhere in this annual report for further
descriptions regarding the above transaction types including those other than the two described above.
64

Asset-backed commercial paper/loan programs
VIEs categorized under asset-backed commercial paper/loan programs consist of conduits for multi-seller
programs. These VIEs purchase receivables from participating clients and other financial assets to meet
off-balance-sheet or liquidity needs. The following tables show certain information related to such multi-seller
asset-backed commercial paper/loan programs and their acquired assets as of March 31, 2009. All figures in thetables below and in the accompanying footnotes are approximate amounts based on a managerial accounting
basis used for risk monitoring purposes.
As of March 31, 2009
(in millions of yen)

Consolidated multi-seller asset-backed commercial paper/loan programs:
Total assets held by conduits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total commercial paper issued by conduits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liquidity, credit support facilities and other financing(1) . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2,497,291
311,650
6,537,069

Note:(1) Liquidity, credit support facilities and other financing include conditional and unconditional liquidity andcredit facilities as well as loans actually provided.
Geographic distribution as ofMarch 31, 2009
Japan United States Total

Consolidated multi-seller asset-backed commercial paper/loan programs:
Type of acquired assets:
Credit cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Auto loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease payment receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Account and note receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3%
0
2
7
78
0
5

2%
0
0
1
1
0
1

5%
0
2
8
79
0
6

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

95%

5%

100%

AAA

As of March 31, 2009
Credit ratings(1)Balances by expected maturity
BB orlower;
Less
no
than
1 to
Over
AA
A
BBB ratings Total 1 year 5 years 5 years Total

Consolidated multi-seller asset-backed
commercial paper/loan programs ofwhich acquired assets are in Japan:
Type of acquired assets:
Credit cards . . . . . . . . . . . . . . . .
Residential mortgage loans . . . .
Auto loans . . . . . . . . . . . . . . . . .
Lease payment receivables . . . .
Account and note receivables . .
Real estate . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . .

0%
0
0
0
2
0
1

0% 3% 0%
0
0
0
0
0
0
0
5
1
1 24 32
0
0
0
0
3
1

0%
0
2
1
19
0
0

3%
0
2
7
78
0
5

3%
0
1
3
78
0
4

0%
0
1
4
0
0
1

0%
0
0
0
0
0
0

3%
0
2
7
78
0
5

Total . . . . . . . . . . . . . . . . . . . . . . . . .

3%

1% 35% 34%

22%

95%

89%

6%

0%

95%

65

Note:(1) Credit ratings are based on internal credit ratings.
As of March 31, 2009
Credit ratings(1)Balances by expected maturity

AAA

AA

A

BBB

BB or
lower;
noratings

Consolidated multi-seller asset-backed
commercial paper/loan programs ofwhich acquired assets are locatedoverseas:
Type of acquired assets:
Credit cards . . . . . . . . . . . . . . . . .
Residential mortgage loans . . . . .
Auto loans . . . . . . . . . . . . . . . . . .
Lease payment receivables . . . . . .
Account and note receivables . . . .
Real estate . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . .

0%
0
0
0
0
0
0

0%
0
0
0
0
0
0

0%
0
0
0
1
0
1

2%
0
0
0
0
0
0

0%
0
0
1
0
0
0

2%
0
0
1
1
0
1

0%
0
0
1
1
0
1

2%
0
0
0
0
0
0

0%
0
0
0
0
0
0

2%
0
0
1
1
0
1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . .

0%

0% 2%

2%

1%

5%

3%

2%

0%

5%

Total

Less
than
1 year

1 to
5 yearsOver
5 years

Total

Note:
(1) Credit ratings are based on internal credit ratings.
Asset-backed securitizations
VIEs categorized under asset-backed securitizations include several single-seller programs used for the
purpose of off-balance-sheet financing for our corporate customers, to which we provide liquidity and credit
support facilities and other financing and are thus generally consolidated. Typically, VIEs related to single-seller
programs purchase corporate claims such as account receivables from our corporate customers and provide
factoring services. Those claims are generally generated in the normal course of the on-going businesses of ourJapanese corporate customers in Japan, and thus we view the risks related to our providing liquidity and credit
support facilities and other financing to be relatively limited under current circumstances. The aggregate amountof assets of such single-seller VIEs was ¥88 billion as of March 31, 2009.
VIEs categorized under asset-backed securitizations also include VIEs that issue CDOs, CLOs or otherrepackaged instruments that we arrange. The aggregate amounts of assets held by VIEs that issue CDOs
categorized as consolidated VIEs and significant or sponsored unconsolidated VIEs were ¥33 billion and¥130 billion, respectively. Our maximum exposure to loss with respect to such significant or sponsoredunconsolidated VIEs was negligible.
Losses relating to VIEs that issue such CDOs, CLOs or other repackaged instruments due to the dislocationin the global financial markets as of March 31, 2009 are generally reflected in our financial statements either
through consolidation in the case of consolidated VIEs or through a decline in the value of our interest in VIEs inthe case of unconsolidated VIEs.
Qualifying Special Purpose Entities (QSPEs)
QSPEs are passive entities designed to purchase assets and pass through the cash flows from those assets tothe investors and, subject to specified conditions, are generally exempt from consolidation pursuant to FASBInterpretation No. 46. The total assets of our QSPEs were ¥394 billion as of March 31, 2009. The acquired assetsof such QSPEs were primarily residential mortgage loans in Japan.
66

Critical Accounting Estimates
Note 1 to our consolidated financial statements included elsewhere in this annual report contains a summaryof our significant accounting policies. These accounting policies are essential to understanding our financial
condition and results of operations. Certain of these accounting policies require management to make criticalaccounting estimates that involve complex and subjective judgments and the use of assumptions, some of which
may be for matters that are inherently uncertain and susceptible to change. Such critical accounting estimates are
based on information available to us as of the date of the financial statements and could change from period toperiod. Critical accounting estimates could also involve estimates for which management could have reasonably
used another estimate for the relevant accounting period. The use of different estimates could have a material
impact on our financial condition and results of operations. The following is a discussion of significant
accounting policies for which critical accounting estimates are used.
Allowance for Loan Losses and Allowance for Losses on Off-Balance-Sheet Instruments
The allowance for loan losses is based on management’s estimate of probable credit losses existing in ourlending portfolio, and the allowance for losses on off-balance-sheet instruments is based on management’s
estimate of probable losses related to off-balance-sheet arrangements such as guarantees and commitments toextend credit.
The allowance for loan losses is categorized and evaluated using the following methods:•

Allowance based on SFAS No. 114. In accordance with SFAS No. 114, “Accounting by Creditors for
Impairment of a Loan” (“SFAS No. 114”), we measure the value of specifically identified impairedloans based on the expected cash flows discounted at the loans’ initial effective interest rates, or as apractical expedient, using the observable market prices or the fair value of collateral if the loan iscollateral dependent, when it is probable that we will be unable to collect all amounts due according to
the contractual terms of the loan agreement. Management identifies impaired loans through the credit
quality review process, in which the debtor’s ability to service its debt is assessed. The difference
between our evaluation of the value of the impaired loan and its principal amount is the amount of theimpairment which is recorded in the allowance for loan losses. Estimation of future cash flows is basedon a comprehensive analysis of the borrower’s ability to service the debt, any progress made on the
borrower’s rehabilitation program and the assumptions used therein.

•

Allowance based on SFAS No. 5. In accordance with SFAS No. 5, “Accounting for Contingencies”(“SFAS No. 5”), a formula-based allowance utilizing historical loss factors is applied to certain
impaired loans which are aggregated for purposes of measuring impairment, groups of small balance,
homogeneous loans and other non-homogenous loans which have not been identified as impaired. The
determination of expected losses is based on a statistical analysis of our historical default and loan loss
data, as well as data from third-party sources. The estimation of the formula allowance is back-tested ona periodic basis by comparing the allowance with the actual results subsequent to the balance sheet date.

•

Adjustment of SFAS No. 5 Allowance. In addition to the allowance for loan losses based on historicalloss factors, the historical loss rate is adjusted, where appropriate, to reflect current factors, such as
general economic and business conditions affecting key lending areas, credit quality trends, specificindustry conditions and recent loss experience in the segments of the loan portfolio. For loans which are
not deemed to be impaired under SFAS No. 114 but to which special isolated risks apply, management
assesses each loan individually to determine appropriate allowance amounts in lieu of mechanically
applying the SFAS No. 5 formula-based allowance.

We assess probable loss amounts for guarantees using the same categories and evaluation methods as loans.
We similarly assess probable loss amounts for loan commitments, taking into account the probability ofdrawdowns.

67

The determination of the allowance for loan losses and the allowance for losses on off-balance-sheet
instruments requires a great deal of judgment and the use of estimates as discussed above. Furthermore,
information available at the time of the determination is limited, and it is not possible to eliminate uncertainty.
Significant changes in any of the factors underlying our determination of the allowances could materially affectour financial condition and results of operations. For example, if our current judgment with respect to expected
future cash flows differ from actual results, including as a result of an unexpected adverse change in theeconomic environment in Japan or a sudden and unanticipated failure of a large borrower, or if the value ofcollateral declines, we may need to increase the allowances with additional charges to earnings.
Valuation of Financial Instruments
Effective April 1, 2008, we adopted SFAS No. 157, which clarifies the definition of fair value and themethod used to measure fair value and expands the disclosure requirements about fair value measurements.
SFAS No.157 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation
techniques are observable or unobservable. The standard describes the following three levels of inputs that may
be used to measure fair value:
Level 1

Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include
debt and equity securities and derivative contracts that are traded in an active exchange market.

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated
by observable market data for substantially the full term of the assets or liabilities. Level 2 assets andliabilities include debt securities with quoted prices that are traded less frequently than exchangetraded instruments. If no quoted market price is available, the fair values of debt securities and overthe-counter derivative contracts in this category are determined using a pricing model with inputs thatare observable in the market or can be derived principally from or corroborated by observable market
data.

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to thefair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose
value is determined using pricing models, discounted cash flow methodologies, or similar techniques.

For assets and liabilities classified in Level 1 and 2 of the hierarchy, where inputs are principally based on
observable market data, there is less judgment or estimate in determining fair value, while the determination offair value of Level 3 assets and liabilities involves more significant management judgments and estimates. For
further information, including valuation methodologies and the use of management estimates and judgments inconnection therewith, see note 28 to the consolidated financial statements included elsewhere in this annual
report.
Valuation of Deferred Income Taxes
Deferred income taxes reflect the net tax effects of (1) temporary differences between the carrying amountsof assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and(2) operating loss and tax credit carryforwards. Pursuant to SFAS No. 109, “Accounting for Income Taxes,” asamended (“SFAS No. 109”), a valuation allowance is recognized for any portion of the deferred tax assets where
it is considered more likely than not that it will not be realized, based on projected future income and future
reversals of existing taxable temporary differences. Because we have not opted to be subject to consolidated
taxation, deferred tax assets and liabilities are calculated separately for each member of our consolidated group.
The determination of a valuation allowance is an inherently uncertain process due to the use of projected
future taxable income and subjective assessments in the effectiveness of our available tax planning strategies
provided for under SFAS No. 109. For example, variances in future projected operating performance or tax law
68changes that impact our tax planning strategies could result in a change in the valuation allowance. If we are notable to realize all or part of our net deferred tax assets in the future, an adjustment to our valuation allowance
would be charged to income tax expense in the period such determination is made, and this could materially andadversely affect our financial condition and results of operations.
Pension and Other Employee Benefit Plans
Mizuho Financial Group, its principal banking subsidiaries and certain other subsidiaries sponsor severance
and pension plans, which provide defined benefits to retired employees. Periodic expense and accrued liabilities
are computed based on a number of actuarial assumptions, including mortality, withdrawals, discount rates,
expected long-term rates of return on our plan assets and rates of increase in future compensation levels.
Actual results that differ from the assumptions are accumulated and amortized over future periods andtherefore generally affect future pension expenses. While management believes that the assumptions used areappropriate, differences in actual experience or changes in assumptions may adversely affect pension expenses in
the future.
In estimating the discount rates, we use interest rates on high-quality fixed-income governmental andcorporate bonds that received a rating of AA(Aa) or higher from rating agencies. The durations of such bonds
closely match that of the pension benefit obligation. Assumed discount rates were reevaluated at eachmeasurement date.
The expected rate of return for each asset class is based primarily on various aspects of the long-term
prospects for the economy that include historical performance and the market environment.
For further information on our pension benefits, see note 21 to the consolidated financial statements
included elsewhere in this annual report.
Operating Results
The following table shows certain information as to our income, expenses and net income for the fiscal
years ended March 31, 2007, 2008 and 2009:
Fiscal years ended March 31,
2007
2008
2009
(in billions of yen)Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2,639.3
1,571.4¥3,110.2
1,911.5¥ 2,384.2
1,102.0

Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,067.9
182.1

1,198.7(57.8)

1,282.2
567.4

Net interest income after provision (credit) for loan losses . . . . . . . . . . . . . . . . .
Noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

885.8
1,195.9
1,294.6

1,256.5
1,094.9
1,450.6

714.8
452.2
1,463.5

Income (loss) before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

787.1
163.2

900.8
672.2

(296.5)761.9

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 623.9¥ 228.6¥(1,058.4)

69

Executive Summary
Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
Net interest income increased by ¥83.5 billion, or 7.0%, from the previous fiscal year to ¥1,282.2 billion in thefiscal year ended March 31, 2009 due to an increase in net foreign interest and dividend income of ¥46.3 billion andan increase in net domestic interest and dividend income of ¥37.2 billion. The increase in net foreign interest anddividend income was due mainly to decreases in interest expense on foreign short-term borrowings and foreigninterest-bearing deposits as a result of decrease in the average interest rates, offset in part by a decrease in interestand dividend income from foreign call loans and funds sold, and receivables under resale agreements and securities
borrowing transactions as a result of decrease in the average yields, both of which reflect general declines in U.S.
dollar and euro interest rate levels. The increase in net domestic interest and dividend income was due mainly to adecrease in interest expense on domestic interest-bearing deposits, reflecting a decrease in the average interest rate
as a result of a decline in yen interest rate levels, offset in part by a decrease in interest and dividend income fromdomestic investments and a decrease in interest income from interest-bearing deposits in other banks. The decrease
in interest and dividend income from domestic investments was due to a decrease in the average balance ofdomestic investments due mainly to the decrease in the balance of equity securities reflecting declines in domestic
stock prices and the balance of debt securities as a result of the turmoil in the financial markets, and the decrease ininterest income from interest-bearing deposits in other banks was due mainly to a decrease in average yields as aresult of a decline in yen interest rate levels. We had a provision for loan losses of ¥567.4 billion compared to acredit of ¥57.8 billion in the previous fiscal year due mainly to declines in the financial condition of domestic SMEs
and middle-market corporations, the effect of the collapse of Lehman Brothers on our exposures to related entities
and the weakening credit status of overseas loans reflecting the global economic downturn, as well as increased
estimated loss rates related to normal obligors.
Noninterest income decreased by ¥642.7 billion, or 58.7%, from the previous fiscal year to ¥452.2 billion in thefiscal year ended March 31, 2009 due mainly to a decrease in foreign exchange gains—net, an increase in investment
losses—net and a decrease in fees and commissions. The decrease in foreign exchange gains—net was due mainly totranslation gains with respect to foreign currency-denominated liabilities in the fiscal year ended March 31, 2008 thatwere funded and incurred to offset foreign exchange risk related to foreign currency-denominated available-for-salesecurities. The increase in investment losses—net was due mainly to investment losses related to equity securities in
the fiscal year ended March 31, 2009, compared to investment gains related to equity securities in the previous fiscal
year, as a result of an increase in impairment losses on and a decrease in gains on sales of equity securities reflecting
declines in domestic and overseas stock markets. The decrease in fees and commissions was due mainly to a decreasein fees for other customer services and a decrease in fees and commissions from securities-related business. The
decrease in fees for other customer services was due mainly to a decrease in trust business-related fees other thanthose included in trust fees such as brokerage fees related to real estate transactions and other fees and commissions
such as sales agency fees related to insurance products including individual annuities. The decrease in fees andcommissions from securities-related business was due mainly to decreases in underwriting commissions related to
private offerings of debt securities and sales commissions related to investment trusts which were negatively
impacted by adverse market conditions, including declines in domestic stock markets.
Noninterest expenses increased by ¥12.9 billion, or 0.9%, from the previous fiscal year to ¥1,463.5 billion in
the fiscal year ended March 31, 2009 due mainly to an increase in the provision for losses on off-balance-sheet
instruments and an increase in salaries and employee benefits, offset in part by a decrease in impairment of
goodwill and a decrease in other noninterest expenses. The increase in provision for losses on off-balance-sheet
instruments was due mainly to an increase in allowance for losses on off-balance-sheet transactions primarily asa result of downgrades in credit ratings of some obligors reflecting declines in their financial condition. The
increase in salaries and employee benefits was due mainly to the effect of increased employee retirement benefit
expenses as a result of a decline in expected return on plan assets and the amortization of net actuarial loss in thefiscal year ended March 31, 2009 compared to the amortization of net actuarial gain in the previous fiscal year.
The decrease in impairment of goodwill was due to impairment of goodwill incurred in the fiscal year ended
March 31, 2008 as a result of the carrying amount of Mizuho Investors Securities and Mizuho Securities
exceeding their fair value. The decrease in other noninterest expenses was due mainly to the decrease invaluation losses related to loans held for sale mainly in connection with overseas leveraged buyout financings.
70

As a result of the foregoing, income (loss) before income tax expense was a loss of ¥296.5 billion in thefiscal year ended March 31, 2009 compared to income of ¥900.8 billion in the previous fiscal year. Income tax
expense increased by ¥89.7 billion to ¥761.9 billion in the fiscal year ended March 31, 2009 due mainly to anincrease in deferred income tax expense. As a result, net income (loss) was a loss of ¥1,058.4 billion in the fiscal
year ended March 31, 2009 compared to income of ¥228.6 billion in the previous fiscal year.
Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007
Net interest income increased by ¥130.8 billion, or 12.2%, from the previous fiscal year to ¥1,198.7 billion
in the fiscal year ended March 31, 2008 due to an increase in net foreign interest and dividend income of ¥118.6
billion and an increase in net domestic interest and dividend income of ¥12.3 billion. The increase in net foreigninterest and dividend income was due mainly to the effects of an increase in the average balance of foreign loans
and investments as a result of our efforts to increase such assets which more than offset the effects of the increasein the average balances of foreign short-term borrowings and foreign deposits as we increased funding from thesesources for our loans and investments in foreign securities. The increase in net domestic interest and dividend
income was due mainly to an increase in interest and dividend income on loans and investments, reflecting a risein the average loan yield as a result of an increase in yen interest rate levels, offset in part by an increase indomestic interest expense, such as interest expense on deposits, reflecting an increase in yen interest rate levels.
The increase in domestic interest and dividend income was larger than the increase in domestic interest expensedue mainly to the general insensitivity of yen demand deposits to changes in market interest rate levels. We had acredit for loan losses of ¥57.8 billion compared to a provision of ¥182.1 billion in the previous fiscal year due toupgrades in the internal credit ratings of some large borrowers which had previously been downgraded in thefiscal year ended March 31, 2007, offset in part by an increase in the allowance for loan losses due mainly to thedeclining trend in the financial condition of SMEs and the downgrading of some large borrowers.
Noninterest income decreased by ¥101.0 billion, or 8.4%, from the previous fiscal year to ¥1,094.9 billion in
the fiscal year ended March 31, 2008 due mainly to a decrease in trading account gains—net and a decrease inother noninterest income, offset in part by foreign exchange gains—net recorded in the fiscal year compared toforeign exchange losses—net incurred in the previous fiscal year. The decrease in trading account gains—net
was due mainly to the trading losses on securitization products incurred by Mizuho Securities and its overseas
subsidiaries in connection with the dislocation in the global financial markets. The decrease in other noninterest
income was due mainly to the subsidy received from the Japanese government in the fiscal year ended March 31,
2007 after the completion of the transfer of the obligations and assets relating to the substitutional portion of theemployees’ pension funds to the government. The foreign exchange gains—net was due mainly to the translation
gains with respect to foreign currency-denominated liabilities that were funded and incurred to offset foreignexchange risk related to foreign currency-denominated available-for-sale securities in the fiscal year ended
March 31, 2008, compared to translation losses in the previous fiscal year.
Noninterest expenses increased by ¥156.0 billion, or 12.1%, from the previous fiscal year to ¥1,450.6 billion
in the fiscal year ended March 31, 2008 due mainly to an increase in other noninterest expenses and theincurrence of impairment of goodwill offset in part by a decrease in minority interest in consolidated
subsidiaries. The increase in other noninterest expenses was due mainly to valuation losses related to loans held
for sale mainly in connection with overseas leveraged buyout financings reflecting the impact of the dislocationin the global financial markets. The impairment of goodwill was due to the carrying amount of the goodwill
relating to Mizuho Investors Securities and Mizuho Securities exceeding their fair value. The decrease inminority interest in consolidated subsidiaries was due mainly to significant losses incurred by Mizuho Securities
as a result of the dislocation in the global financial markets.
As a result of the foregoing, income before income tax expense (benefit) increased by ¥113.7 billion to¥900.8 billion. Income tax expense increased by ¥509.0 billion to ¥672.2 billion in the fiscal year ended
March 31, 2008 due mainly to an increase in the deferred income tax expense. As a result, net income in thefiscal year ended March 31, 2008 was ¥228.6 billion, a decrease of ¥395.3 billion from the previous fiscal year.
71Net Interest Income
The following table shows the average balance of interest-earning assets and interest-bearing liabilities,
interest amounts and the average interest rates on such assets and liabilities for the fiscal years ended March 31,
2007, 2008 and 2009:

Averagebalance

Fiscal years ended March 31,
2007
2008
Interest Interest Average
Interest Interest Averageamountratebalanceamountratebalance(in billions of yen, except percentages)

Domestic:
Interest-bearing deposits inother banks . . . . . . . . . . . . . . ¥585.7 ¥ 29.7
Call loans and funds sold, andreceivables under resaleagreements and securities
borrowing transactions . . . . .
7,965.5
25.4
Trading account assets . . . . . . .
6,695.1
19.9
Investments . . . . . . . . . . . . . . . 28,106.5
234.1
Loans . . . . . . . . . . . . . . . . . . . . 58,401.0
899.1
Total interest-earning
assets . . . . . . . . . . . . . . . . 101,753.8 1,208.2

5.08% ¥

779.3 ¥

24.8

2009
Interest Interest
amountrate

3.18% ¥

1,903.1 ¥

12.0

0.63%

0.32
0.30
0.83
1.54

7,543.8
49.3
7,388.9
34.1
27,900.5
282.0
57,661.8 1,020.2

0.65
0.46
1.01
1.77

6,987.8
39.8
5,972.2
37.5
26,471.7
264.3
59,386.9 1,019.0

0.57
0.63
1.00
1.72

1.19

101,274.3 1,410.4

1.39

100,721.7 1,372.6

1.36

Deposits . . . . . . . . . . . . . . . . . .
Debentures . . . . . . . . . . . . . . . .
Short-term borrowings(1) . . . . .
Trading account liabilities . . . .
Long-term debt . . . . . . . . . . . . .

62,072.8
5,629.2
19,220.3
4,658.2
5,796.7

234.5
34.1
81.7
13.7
161.3

0.38
0.61
0.43
0.29
2.78

64,295.7
3,965.3
19,043.3
4,232.4
7,548.8

337.5
23.7
158.3
8.2
187.5

0.52
0.60
0.83
0.19
2.48

67,047.3
2,754.8
21,299.2
2,441.8
8,009.7

287.9
17.6
150.6
6.5
177.6

0.43
0.64
0.71
0.27
2.22

Total interest-bearing
liabilities . . . . . . . . . . . . . .

97,377.2

525.3

0.54

99,085.5

715.2

0.72

101,552.8

640.2

0.63

Net . . . . . . . . . . . . . . . .

4,376.6

682.9

0.65

2,188.8

695.2

0.67

(831.1)

732.4

0.73

1,231.1

46.9

3.81

1,439.1

53.5

3.72

942.1

26.0

2.76

9,574.9
3,865.7
8,882.6
9,641.9

477.8
49.6
378.8
478.0

4.99
1.28
4.26
4.96

11,259.8
4,337.1
9,840.1
10,860.7

534.7
50.3
446.6
614.7

4.75
1.16
4.54
5.66

8,739.2
14,179.9
3,622.8
10,669.8

169.1
250.0
102.7
463.8

1.93
1.76
2.83
4.35

33,196.2 1,431.1

4.31

37,736.8 1,699.8

4.50

38,153.8 1,011.6

2.65

8,675.0
12,651.4
3,597.2
455.9

349.1
620.5
58.0
18.5

4.02
4.90
1.61
4.06

9,349.3
15,538.5
3,361.2
784.7

416.7
737.4
18.9
23.3

4.46
4.75
0.56
2.97

7,249.9
11,870.8
7,357.3
888.7

199.6
224.8
11.5
25.9

2.75
1.89
0.16
2.92

25,379.5 1,046.1

4.12

29,033.7 1,196.3

4.12

27,366.7

461.8

1.69

7,816.7

0.19

8,703.1

503.5

0.38

10,787.1

549.8

0.96

139,011.1 3,110.2

2.24

138,875.5 2,384.2

1.72

1.28

128,119.2 1,911.5

1.49

128,919.5 1,102.0

0.85

0.68

¥ 10,891.9 ¥1,198.7

0.75

¥

0.87

Foreign:Interest-bearing deposits inother banks . . . . . . . . . . . . . .
Call loans and funds sold, andreceivables under resaleagreements and securities
borrowing transactions . . . . .
Trading account assets . . . . . . .
Investments . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . .
Total interest-earning
assets . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . .
Short-term borrowings(1) . . . . .
Trading account liabilities . . . .
Long-term debt . . . . . . . . . . . . .
Total interest-bearing
liabilities . . . . . . . . . . . . . .
Net . . . . . . . . . . . . . . . .

385.0

Total:
Total interest-earning assets . . . 134,950.0 2,639.3
Total interest-bearing
liabilities . . . . . . . . . . . . . . . . 122,756.7 1,571.4
Net . . . . . . . . . . . . . . . . ¥ 12,193.3 ¥1,067.9

1.96

9,956.0 ¥1,282.2

Note:(1) Short-term borrowings consist of due to trust accounts, call money and funds purchased, payables under repurchaseagreements and securities lending transactions, commercial paper and other short-term borrowings.

72

Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
Interest and dividend income decreased by ¥726.0 billion, or 23.3%, from the previous fiscal year to¥2,384.2 billion in the fiscal year ended March 31, 2009. Domestic interest and dividend income accounted for¥1,372.6 billion of the total amount, a decrease of ¥37.8 billion from the previous fiscal year, and foreign interestand dividend income accounted for ¥1,011.6 billion, a decrease of ¥688.2 billion from the previous fiscal year.
The decrease in domestic interest and dividend income was due mainly to the decrease in interest anddividend income from domestic investments and interest-bearing deposits in other banks. The decrease in interestand dividend income from domestic investments was due to a decrease in the average balance of domestic
investments of ¥1,428.8 billion, due mainly to the decrease in the balance of equity securities reflecting declines
in domestic stock prices and the balance of debt securities as a result of the turmoil in the financial markets. The
decrease in interest income from domestic interest-bearing deposits in other banks was due mainly to thedecrease in average yield, reflecting a decline in yen interest rate levels. The changes in the average yields on
domestic interest-earning assets contributed to an overall decrease in interest and dividend income of ¥50.2
billion, and the changes in average balances of domestic interest-earning assets contributed to an overall increase
in interest and dividend income of ¥12.4 billion, resulting in the ¥37.8 billion decrease in domestic interest anddividend income.
The decrease in foreign interest and dividend income was due mainly to decreases in interest and dividend
income from foreign call loans and funds sold, and receivables under resale agreements and securities borrowing
transactions and foreign investments, offset in part by an increase in interest income from foreign trading accountassets. The decrease in interest income from foreign call loans and funds sold, and receivables under resaleagreements and securities borrowing transactions was due mainly to a decrease in average yields, reflecting
general declines in U.S. dollar and euro interest rate levels. The decrease in interest and dividend income fromforeign investments and the increase in interest income from foreign trading account assets was due mainly to thereclassification from investments to trading account assets of foreign currency denominated available-for-salesecurities that were elected for fair value treatment under SFAS No. 159 as of April 1, 2008. For further
information on the fair value option, see note 28 to our consolidated financial statements included elsewhere inthis annual report. The changes in average yields on foreign interest-earning assets contributed to an overall
decrease in interest and dividend income of ¥508.3 billion, and the changes in average balances of foreigninterest-earning assets contributed to an overall decrease in interest and dividend income of ¥179.9 billion,
resulting in the ¥688.2 billion decrease in foreign interest and dividend income.
Interest expense decreased by ¥809.5 billion, or 42.3%, from the previous fiscal year to ¥1,102.0 billion in
the fiscal year ended March 31, 2009. Domestic interest expense accounted for ¥640.2 billion of the total amount,a decrease of ¥75.0 billion from the previous fiscal year, and foreign interest expense accounted for ¥461.8
billion of the total amount, a decrease of ¥734.5 billion from the previous fiscal year.
The decrease in domestic interest expense was due mainly to a decrease in interest expense on domestic
interest-bearing deposits. The decrease in interest expense on domestic interest-bearing deposits was due to adecrease in the average interest rate, reflecting a decline in yen interest rate levels. The changes in average interest
rates on domestic interest-bearing liabilities contributed to an overall decrease in interest expense of ¥102.3 billion,
and the changes in average balances of domestic interest-bearing liabilities contributed to an overall increase ininterest expense of ¥27.3 billion, resulting in the ¥75.0 billion decrease in domestic interest expense.
The decrease in foreign interest expense was due mainly to decreases in interest expense on foreign shortterm borrowings and foreign interest-bearing deposits. These decreases were due mainly to the decrease inaverage interest rates, reflecting general declines in U.S. dollar and euro interest rate levels. The changes inaverage interest rates on foreign interest-bearing liabilities contributed to an overall decrease in interest expenseof ¥518.9 billion, and the changes in average balances of foreign interest-bearing liabilities contributed to an
overall decrease in interest expense of ¥215.6 billion, resulting in the ¥734.5 billion decrease in foreign interest
expense.
73

The decrease of 0.27% in the average yield on loans in the fiscal year ended March 31, 2009 compared to
the fiscal year ended March 31, 2008 was smaller than the decrease of 0.36% in the average rate on interestbearing deposits over the same period. Taking into account only domestic loans and domestic deposits, thedifference between the decrease of 0.05% in the average yield on domestic loans and the decrease of 0.09% in
the average rate on domestic interest-bearing deposits was not significant.
As a result of the foregoing, net interest income increased by ¥83.5 billion, or 7.0%, from the previous fiscal
year to ¥1,282.2 billion. Average interest rate spread rose by 0.12% to 0.87%, with domestic average interest rate
spread rising by 0.06%, due mainly to a decrease in average interest rate on deposits, which more than offset theeffect of a decrease in average yield on loans, both of which reflect declining yen interest rate levels, and foreign
average interest rate spread rising by 0.58% due mainly to the effect of the decrease in average interest rate on
deposits exceeding the effect of the decrease in average yield on loans, both of which reflects declining U.S.
dollar and euro interest rate levels.
Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007
Interest and dividend income increased by ¥470.9 billion, or 17.8%, from the previous fiscal year to¥3,110.2 billion in the fiscal year ended March 31, 2008. Domestic interest and dividend income accounted for¥1,410.4 billion of the total amount, an increase of ¥202.2 billion from the previous fiscal year, and foreigninterest and dividend income accounted for ¥1,699.8 billion, an increase of ¥268.7 billion from the previous
fiscal year.
The increase in domestic interest and dividend income was due mainly to the increase in interest anddividend income from domestic loans and domestic investments. The increase in interest income from domesticloans was due to a rise in the average yield on domestic loans of 0.23%, reflecting an increase in yen interest ratelevels, offset in part by the effect of a decrease in the average balance of domestic loans of ¥739.2 billion,
resulting from reduced corporate loan demand.
The increase in interest and dividend income from domestic investments was due mainly to the increase of
0.18% in average yield, reflecting an increase in yen interest rate levels. The changes in the average yields on
domestic interest-earning assets contributed to an overall increase in interest and dividend income of ¥208.2
billion, and the changes in average balances of domestic interest-earning assets contributed to an overall decrease
in interest and dividend income of ¥6.0 billion, resulting in the ¥202.2 billion increase in domestic interest anddividend income.
The increase in foreign interest and dividend income was due mainly to increases in interest and dividend
income from foreign loans and foreign investments, as well as foreign call loans and funds sold, and receivables
under resale agreements and securities borrowing transactions. These increases were due mainly to increases inaverage balances, reflecting the increases in our foreign lending and investment as a result of our efforts toincrease such foreign assets, in spite of the appreciation of the yen against currencies such as the U.S. dollar. Thechanges in average yields on foreign interest-earning assets contributed to an overall increase in interest anddividend income of ¥68.6 billion, and the changes in average balances of foreign interest-earning assets
contributed to an overall increase in interest and dividend income of ¥200.1 billion, resulting in the ¥268.7 billion
increase in foreign interest and dividend income.
Interest expense increased by ¥340.1 billion, or 21.6%, from the previous fiscal year to ¥1,911.5 billion in
the fiscal year ended March 31, 2008. Domestic interest expense accounted for ¥715.2 billion of the total amount,an increase of ¥189.9 billion from the previous fiscal year, and foreign interest expense accounted for ¥1,196.3
billion of the total amount, an increase of ¥150.2 billion from the previous fiscal year.
The increase in domestic interest expense was due mainly to an increase in interest expense on domestic
deposits and short-term borrowings. The increase in interest expense on domestic interest-bearing deposits was74due to an increase of 0.14% in the average interest rate, reflecting an increase in yen interest rate levels. The
increase in interest expense on short-term borrowings also reflects the increase in yen interest rate levels. Thechanges in average interest rates on domestic interest-bearing liabilities contributed to an overall increase ininterest expense of ¥149.6 billion, and the changes in average balances of domestic interest-bearing liabilities
contributed to an overall increase in interest expense of ¥40.3 billion, resulting in the ¥189.9 billion increase indomestic interest expense.
The increase in foreign interest expense was due mainly to increases in interest expense on foreign shortterm borrowings and deposits. These increases were due mainly to the increase in their average balances as we
increased funding from these sources for our investments in foreign securities and loans. The changes in averageinterest rates on foreign interest-bearing liabilities contributed to an overall decrease in interest expense of ¥21.3
billion, and the changes in average balances of foreign interest-bearing liabilities contributed to an overall
increase in interest expense of ¥171.5 billion, resulting in the ¥150.2 billion increase in foreign interest expense.
The increase of 0.37% in the average yield on loans in the fiscal year ended March 31, 2008 compared to
the fiscal year ended March 31, 2007 was larger than the increase of 0.20% in the average rate on interest-bearing
deposits over the same period. Taking into account only domestic loans and domestic deposits, the increase of
0.23% in the average yield on domestic loans was larger than the increase of 0.14% in the average rate on
domestic interest-bearing deposits due mainly to the general insensitivity of yen demand deposits to changes inmarket interest rate levels.
As a result of the foregoing, net interest income increased by ¥130.8 billion, or 12.2%, from the previous
fiscal year to ¥1,198.7 billion. Average interest rate spread rose by 0.07% to 0.75%, with domestic averageinterest rate spread rising by 0.02%, due mainly to a rise in average yield on investments and loans, which morethan offset the effect of a rise in average interest rate on deposits, both of which reflects rising yen interest ratelevels, and foreign average interest rate spread rising by 0.19% due mainly to the effect of the rise in average
yield on loans exceeding the effect of the rise in average interest rate on deposits.
Provision (Credit) for Loan Losses
Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
We had a provision for loan losses of ¥567.4 billion in the fiscal year ended March 31, 2009 compared to acredit for loan losses of ¥57.8 billion in the previous fiscal year. The provision for loan losses was due mainly todeclines in the financial condition of domestic SMEs and middle-market corporations, the effect of the collapseof Lehman Brothers on our exposures to related entities and the weakening credit status of overseas loans
reflecting the global economic downturn, as well as increased estimated loss rates related to normal obligors. See“—Financial Condition—Assets—Allowance for Loan Losses—Provision (credit) for loan losses.”
Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007
We had a credit for loan losses of ¥57.8 billion in the fiscal year ended March 31, 2008 compared to a
provision for loan losses of ¥182.1 billion in the previous fiscal year. The credit for loan losses was due mainly to
upgrades in the internal credit ratings of some large borrowers, including the upgrade of a large non-bankfinancial company borrower as a result of the financial support described in “Item 5. Operating and Financial
Review and Prospects—Overview—Other Business Events” of our annual report on Form 20-F filed on
August 10, 2007. Such borrowers had previously been downgraded in the second half of the fiscal year ended
March 31, 2007, which was one of the main contributing factors to the significant provision for loan losses
recorded in such fiscal year. The credit for loan losses was offset in part by an increase in allowance for loan
losses due mainly to the declining trend in the financial condition of SMEs that have relatively weak businessbases and the downgrading of some large borrowers to lower internal credit ratings. See “—Financial
Condition—Assets—Allowance for Loan Losses—Provision (credit) for loan losses.”75

Noninterest Income
The following table shows a breakdown of noninterest income for the fiscal years ended March 31, 2007,2008 and 2009:
Fiscal years ended March 31,
2007
2008
2009
(in billions of yen)

Fees and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 683.0 ¥ 633.1 ¥ 560.5
Fees and commissions from remittance business . . . . . . . . . . . . . . . . . . . . . .
116.0
117.4
111.3
Fees and commissions from deposits, debentures and lending business . . . .
116.3
87.8
110.2
Fees and commissions from securities-related business . . . . . . . . . . . . . . . . .
101.9
94.9
57.4
Trust fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66.3
64.1
55.9
Fees for other customer services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282.5
268.9
225.7
Foreign exchange gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(51.3)
296.7
23.8
Trading account gains—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
389.9
136.0
122.0
Investment losses—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(186.0)(191.3) (462.2)
Investment losses related to bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(121.6)(314.1) (177.7)
Investment gains (losses) related to equity securities . . . . . . . . . . . . . . . . . . .
(43.0)
121.2(282.0)
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21.4)
1.6(2.5)
Gains on disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64.6
37.2
23.4
Other noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
295.7
183.2
184.7
Total noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥1,195.9¥1,094.9¥ 452.2

Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
Noninterest income decreased by ¥642.7 billion, or 58.7%, from the previous fiscal year to ¥452.2 billion in
the fiscal year ended March 31, 2009. The decrease was due mainly to a decrease in foreign exchange gains—netof ¥272.9 billion, an increase in investment losses—net of ¥270.9 billion and a decrease in fees and commissionsof ¥72.6 billion.
Fees and commissions
Fees and commissions income decreased by ¥72.6 billion, or 11.5%, from the previous fiscal year to ¥560.5
billion in the fiscal year ended March 31, 2009. The decrease was due mainly to a decrease of ¥43.2 billion infees for other customer services and a decrease of ¥37.5 billion in fees and commissions from securities-related
business, offset in part by an increase of ¥22.4 billion in fees and commissions from deposits, debentures andlending business. The decrease in fees for other customer services was due mainly to a decrease in trust businessrelated fees other than those included in trust fees such as brokerage fees related to real estate transactions andother fees and commissions such as sales agency fees related to insurance products including individual
annuities. The decrease in fees and commissions from securities-related business was due mainly to decreases inunderwriting commissions related to private offerings of debt securities and sales commissions related toinvestment trusts which were negatively impacted by adverse market conditions, including declines in domestic
stock markets. The increase in fees and commissions from deposits, debentures and lending business was due
mainly to recognition of deferred fees in connection with the loans reclassified from the held-for-sale accountduring this fiscal year and an increase in fee income associated with domestic syndicated loans reflecting theincreased funding needs of domestic corporate customers.
Foreign exchange gains (losses)—net
Foreign exchange gains—net decreased by ¥272.9 billion, or 92.0%, from the previous fiscal year to ¥23.8
billion in the fiscal year ended March 31, 2009. The decrease was due mainly to translation gains with respect to76foreign currency denominated liabilities in the fiscal year ended March 31, 2008 that were funded and incurred tooffset foreign exchange risk related to foreign currency denominated available-for-sale securities. In the fiscal
year ended March 31, 2009, the translation gains with respect to foreign currency denominated liabilities wereoffset by translation losses on foreign currency denominated available-for-sale securities as a result of thereclassification of foreign currency denominated available-for-sale securities from investments to trading accountassets following the adoption of the fair value option under SFAS No.159 as of April 1, 2008. In the previous
fiscal year, the translation losses on foreign currency denominated available-for-sale securities were recorded inother comprehensive income. For further information on the fair value option, see note 28 to our consolidated
financial statements included elsewhere in this annual report.
Trading account gains—net
Trading account gains—net decreased by ¥14.0 billion, or 10.3%, from the previous fiscal year to ¥122.0
billion in the fiscal year ended March 31, 2009. The decrease was due mainly to the decrease in gains related tochanges in the fair value of derivative financial instruments used to hedge market risks, mainly interest rate risk,that are not eligible for hedge accounting under U.S. GAAP and the losses incurred by consolidated VIEs, suchas stock investment trusts, due mainly to declines in the stock markets. Trading account gains—net also include
losses related to changes in the fair value of foreign currency denominated available-for-sale securities that were
elected for fair value treatment under SFAS No.159 as of April 1, 2008. For further information on the fair value
option, see note 28 to our consolidated financial statements included elsewhere in this annual report. The increasein these losses was offset in part by the decrease in the trading losses on securitization products incurred by
Mizuho Securities, including overseas subsidiaries, in connection with the dislocation in the global financial
markets. See “—Overview—Impact of the Dislocation in the Global Financial Markets.”
Investment losses—net
Investment losses—net increased by ¥270.9 billion from the previous fiscal year to ¥462.2 billion in the fiscal
year ended March 31, 2009. The increase was due mainly to investment losses related to equity securities of ¥282.0
billion in the fiscal year ended March 31, 2009, compared to investment gains related to equity securities of ¥121.2
billion in the previous fiscal year, offset in part by a decrease in investment losses related to bonds of ¥136.4 billion
from the previous fiscal year to ¥177.7 billion in the fiscal year ended March 31, 2009. The investment losses
related to equity securities in the fiscal year ended March 31, 2009 were due mainly to an increase in impairment
losses on and a decrease in gains on sales of equity securities reflecting declines in domestic and overseas stock
markets. The decrease in investment losses related to bonds was due mainly to reclassification of investment losses
related to foreign currency denominated available-for-sale securities from investments gains (losses) to trading
account gains (losses) following the adoption of the fair value option under SFAS No. 159 as of April 1, 2008.
Investment losses related to bonds for both fiscal years also include the losses on sales of, and impairment losses on
various types of, securitization products due to the impact of the dislocation in the global financial markets. See“—Overview—Impact of the Dislocation in the Global Financial Markets.”
Gains on disposal of premises and equipment
Gains on disposal of premises and equipment decreased by ¥13.8 billion, or 37.1%, from the previous fiscal
year to ¥23.4 billion in the fiscal year ended March 31, 2009 due mainly to decreased gains on the sale of realestate.
Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007
Noninterest income decreased by ¥101.0 billion, or 8.4%, from the previous fiscal year to ¥1,094.9 billion in
the fiscal year ended March 31, 2008. The decrease was due mainly to a decrease in trading account gains—netof ¥253.9 billion and a decrease in other noninterest income of ¥112.5 billion, offset in part by foreign exchange
gains—net of ¥296.7 billion compared to foreign exchanges losses—net in the previous year.
77

Fees and commissions
Fees and commissions income decreased by ¥49.9 billion, or 7.3%, from the previous fiscal year to ¥633.1
billion in the fiscal year ended March 31, 2008. The decrease was due mainly to a decrease of ¥28.5 billion infees and commissions from deposits, debentures and lending business, a decrease of ¥13.6 billion in fees forother customer services and a decrease of ¥7.0 billion in fees and commissions from securities-related business.
The decrease in fees and commissions from deposits, debentures and lending business, such as fee income
associated with domestic syndicated loans, was due mainly to increased competition among banks in thedomestic loan market and a decrease in transactions of overseas leveraged buyout and other financings as a resultof the dislocation in the global financial markets. The decrease in fees for other customer services was due
mainly to a decrease in fees from agency business including credit card processing fees earned by UC Card, aformer consolidated subsidiary of ours, due to its becoming an equity-method affiliate of ours in June 2007.
Accordingly, fees from agency business of UC Card was not recorded under fees and commissions in the fiscal
year ending March 31, 2008, and our share of income or loss of UC Card was instead included within investment
losses—net. The decrease in fees and commissions from securities-related business was due mainly to decreases
in underwriting commissions related to private offerings of debt securities and sales commissions related toinvestment trusts. The decrease in sales commissions related to investment trusts was due mainly to the effects ofthe dislocation in the global financial markets.
Foreign exchange gains (losses)—net
Foreign exchange gains (losses)—net were gains of ¥296.7 billion in the fiscal year ended March 31, 2008
compared to losses of ¥51.3 billion in the previous fiscal year. The change was due mainly to ¥440.1 billion oftranslation gains with respect to foreign currency-denominated liabilities that were funded and incurred to offset
foreign exchange risk related to foreign currency-denominated available-for-sale securities in the fiscal year
ended March 31, 2008, compared to ¥117.3 billion of translation losses in the previous fiscal year.
Trading account gains—net
Trading account gains—net decreased by ¥253.9 billion, or 65.1%, to ¥136.0 billion in the fiscal year ended
March 31, 2008. The decrease was due mainly to the trading losses on securitization products incurred by
Mizuho Securities and its overseas subsidiaries in connection with the dislocation in the global financial markets.
See “—Overview—Impact of the Dislocation in the Global Financial Markets.”
Investment losses—net
Investment losses—net increased by ¥5.3 billion, or 2.8%, from ¥186.0 billion in the previous fiscal year to¥191.3 billion in the fiscal year ended March 31, 2008. The increase was due mainly to an increase of ¥192.5 billion
in investment losses related to bonds to ¥314.1 billion in the fiscal year ended March 31, 2008 due mainly to anincrease in losses on sales of, and impairment losses on, various types of securitization products incurred in thefiscal year ended March 31, 2008 due to the impact of the dislocation in the global financial markets. See“—Overview—Impact of the Dislocation in the Global Financial Markets.” The effect was offset in part by adecrease in impairment losses on Japanese government bonds. Investment gains (losses) related to equity securities
were gains of ¥121.2 billion in the fiscal year ended March 31, 2008, compared to losses of ¥43.0 billion in theprevious fiscal year, due mainly to active sales of listed common stocks, preferred stocks and equity-related
alternative funds investments in the fiscal year ended March 31, 2008 as well as impairment losses on preferredstock issued by a large non-bank financial company incurred in the fiscal year ended March 31, 2007.
Gains on disposal of premises and equipment
Gains on disposal of premises and equipment decreased by ¥27.4 billion, or 42.4%, from the previous fiscal
year to ¥37.2 billion in the fiscal year ended March 31, 2008 due mainly to decreased gains on the sale of realestate related to closed branches.
78

Other noninterest income
Other noninterest income decreased by ¥112.5 billion, or 38.0%, from the previous fiscal year to ¥183.2
billion in the fiscal year ended March 31, 2008. The decrease was due mainly to the subsidy of ¥177.4 billion
received from the Japanese government in the fiscal year ended March 31, 2007 after the completion of thetransfer of the obligations and assets relating to the substitutional portion of the employees’ pension funds to thegovernment. Additional information regarding the transfer of the obligation and assets relating to the employees’
pension funds to the government is included in note 21 to our consolidated financial statements included
elsewhere in this annual report.
Noninterest Expenses
The following table shows a breakdown of noninterest expenses for the fiscal years ended March 31, 2007,2008 and 2009:
Fiscal years ended March 31,
2007
2008
2009
(in billions of yen)

Salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for losses on off-balance-sheet instruments . . . . . . . . . . . . . . .
Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 416.7 ¥
481.0
—
172.5
111.6
(37.8)
27.7
122.9¥1,294.6

436.1 ¥
508.8
50.3
196.7
111.1
5.1
(53.7)
196.2¥1,450.6

495.9
499.4
—
177.6
105.8
83.6
(61.5)
162.7¥1,463.5

Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
Noninterest expenses increased by ¥12.9 billion, or 0.9%, from the previous fiscal year to ¥1,463.5 billion in
the fiscal year ended March 31, 2009. The increase was due mainly to an increase in provision for losses on
off-balance-sheet instruments of ¥78.5 billion and an increase in salaries and employee benefits of ¥59.8 billion,
offset in part by a decrease in impairment of goodwill of ¥50.3 billion and a decrease in other noninterest
expenses of ¥33.5 billion.
Salaries and employee benefits
Salaries and employee benefits increased by ¥59.8 billion, or 13.7%, from the previous fiscal year to ¥495.9
billion in the fiscal year ended March 31, 2009 due mainly to the effect of increased employee retirement benefit
expenses as a result of a decline in expected return on plan assets, from ¥95.2 billion in the previous fiscal year to¥52.3 billion in the fiscal year ended March 31, 2009, and the amortization of net actuarial loss of ¥6.3 billion in
the fiscal year ended March 31, 2009 compared to the amortization of net actuarial gain of ¥6.0 billion in theprevious fiscal year. Additional information regarding pension and other employee benefit plans is included innote 21 to our consolidated financial statements included elsewhere in this annual report.
General and administrative expenses
General and administrative expenses decreased by ¥9.4 billion, or 1.8%, from the previous fiscal year to¥499.4 billion in the fiscal year ended March 31, 2009. The decrease was due mainly to our efforts to enhance
our cost efficiency through detailed reviews while we allocated our management resources to focused areas, suchas further enhancement to our infrastructure to promote our domestic consulting activities with individuals.
79Impairment of goodwill
We did not record impairment of goodwill in the fiscal year ended March 31, 2009. Impairment of goodwillof ¥50.3 billion was incurred in the fiscal year ended March 31, 2008 due to the carrying amount of Mizuho
Investors Securities and Mizuho Securities, each a subsidiary of ours, exceeding their fair value as a result of adecrease in the market price of common stock of Mizuho Investors Securities and decreased future cash flows
estimation of Mizuho Securities. Additional information regarding the impairment of goodwill is included in note
8 to our consolidated financial statements included elsewhere in this annual report.
Occupancy expenses
Occupancy expenses decreased by ¥19.1 billion, or 9.7%, from the previous fiscal year to ¥177.6 billion in
the fiscal year ended March 31, 2009. The decrease was due mainly to an increase in depreciation expenses in thefiscal year ended March 31, 2008 as a result of a change in the declining-balance method for depreciating
premises and equipment, along with a reduction of the estimated salvage values of the relevant assets.
Provision (credit) for losses on off-balance-sheet instruments
Provision for losses on off-balance-sheet instruments increased by ¥78.5 billion from the previous fiscal
year to ¥83.6 billion in the fiscal year ended March 31, 2009. The increase was due mainly to an increase inallowance for losses on off-balance-sheet transactions primarily as a result of downgrades in credit ratings ofsome obligors reflecting declines in their financial condition.
Minority interest in consolidated subsidiaries
Minority interest in consolidated subsidiaries was income of ¥61.5 billion in the fiscal year ended March 31,
2009, representing an increase of ¥7.8 billion, or 14.5%, from the previous fiscal year. The increase was due
mainly to an increase in the allocation to minority shareholders of the losses incurred by several of ourconsolidated subsidiaries as a result of the impact of the rapid deterioration of macroeconomic conditions in andout of Japan with the global recession.
Other noninterest expenses
Other noninterest expenses decreased by ¥33.5 billion, or 17.1%, from the previous fiscal year to ¥162.7
billion in the fiscal year ended March 31, 2009. The decrease was due mainly to the decrease in valuation losses
related to loans held for sale mainly in connection with overseas leveraged buyout financings from ¥59.8 billion
in the previous fiscal year to ¥37.9 billion in the fiscal year ended March 31, 2009 as a result of the decrease in
the outstanding balance of loans held for sale which remained unsold due to the impact of the dislocation in the
global financial markets.
Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007
Noninterest expenses increased by ¥156.0 billion, or 12.1%, from the previous fiscal year to ¥1,450.6 billion
in the fiscal year ended March 31, 2008. The increase was due mainly to an increase in other noninterest
expenses of ¥73.3 billion and the incurrence of impairment of goodwill of ¥50.3 billion offset in part by adecrease in minority interest in consolidated subsidiaries of ¥81.4 billion.
Salaries and employee benefits
Salaries and employee benefits increased by ¥19.4 billion, or 4.7%, from the previous fiscal year to ¥436.1
billion in the fiscal year ended March 31, 2008 due mainly to an increase in personnel costs related to an increasein business promotion staff engaged in strategic business areas, offset in part by a decrease in employee
retirement benefit expenses, resulting from an increase in the expected return on retirement plan assets, from¥77.3 billion in the previous fiscal year to ¥95.2 billion in the fiscal year ended March 31, 2008.
80

General and administrative expenses
General and administrative expenses increased by ¥27.8 billion, or 5.8%, from the previous fiscal year to¥508.8 billion in the fiscal year ended March 31, 2008. The increase was due mainly to an increase in general andadministrative expenses related to the enhancements to our domestic infrastructure to promote our consulting
activities with individuals and the expansion of our international office network.
Impairment of goodwill
Impairment of goodwill of ¥50.3 billion was incurred in the fiscal year ended March 31, 2008 due to thecarrying amount of Mizuho Investors Securities and Mizuho Securities, each a subsidiary of ours, exceeding theirfair value as a result of a decrease in the market price of common stock of Mizuho Investors Securities anddecreased future cash flows estimation of Mizuho Securities. Additional information regarding the impairment of
goodwill is included in note 8 to our consolidated financial statements included elsewhere in this annual report.
Occupancy expenses
Occupancy expenses increased by ¥24.2 billion, or 14.0%, from the previous fiscal year to ¥196.7 billion in
the fiscal year ended March 31, 2008. The increase was due mainly to an increase in depreciation expenses as aresult of a change in the declining-balance method for depreciating premises and equipment. Additional
information regarding the change in the declining-balance method is included in note 1 to our consolidated
financial statements included elsewhere in this annual report.
Provision (credit) for losses on off-balance-sheet instruments
Provision (credit) for losses on off-balance-sheet instruments was a provision of ¥5.1 billion in the fiscal
year ended March 31, 2008 compared to a credit of ¥37.8 billion in the previous fiscal year. The change was due
mainly to a reversal of allowance for losses on off-balance-sheet transactions in the fiscal year ended March 31,
2007 as a result mainly of the sale of commitment lines for certain large obligors. As a result of the provision, thebalance of allowance for losses on off-balance-sheet transactions increased to ¥49.0 billion as of March 31, 2008
from ¥43.9 billion as of March 31, 2007.
Minority interest in consolidated subsidiaries
Minority interest in consolidated subsidiaries was an income of ¥53.7 billion in the fiscal year ended
March 31, 2008 compared to an expense of ¥27.7 billion in the previous fiscal year. This change was due mainly
to the allocation of the significant losses incurred by Mizuho Securities, as a result of the dislocation in the global
financial markets, to minority shareholders.
Other noninterest expenses
Other noninterest expenses increased by ¥73.3 billion from the previous fiscal year to ¥196.2 billion in thefiscal year ended March 31, 2008 due mainly to ¥59.8 billion in valuation losses related to loans held for sale
mainly in connection with overseas leveraged buyout financings, as a result of the increase in the outstandingbalance of loans held for sale which remained unsold reflecting the impact of the dislocation in the global
financial markets.

81Income Tax Expense
The following table shows the components of income tax expense (benefit) for the fiscal years ended
March 31, 2007, 2008 and 2009:
Fiscal years ended March 31,
2007

Current:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2008
2009
(in billions of yen)¥ 27.9
22.4

¥

9.7
35.5

¥ 10.040.8

Total current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

50.3

45.2

50.8

112.4
0.5

626.3
0.7

709.6
1.5

Total deferred tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

112.9

627.0

711.1

Total income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥163.2¥672.2¥761.9Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
Income tax expense increased by ¥89.7 billion from the previous fiscal year to ¥761.9 billion in the fiscal
year ended March 31, 2009. Current income tax expense in the fiscal year ended March 31, 2009 increased by¥5.6 billion to ¥50.8 billion from the previous fiscal year.
Deferred income tax expense increased by ¥84.1 billion from the previous fiscal year to ¥711.1 billion in thefiscal year ended March 31, 2009 due mainly to the declining realizability of future tax benefits based on adecrease in expected future taxable income resulting from declines in domestic stock markets.
Gross deferred tax assets increased by ¥661.6 billion in the fiscal year ended March 31, 2009 due mainly to
an increase in investments, resulting from an increase in impairment losses on equity securities reflecting
declines in domestic and overseas stock markets, and an increase in net operating loss carryforwards, resulting
from the losses incurred in the fiscal year.
Valuation allowance increased by ¥1,327.5 billion in the fiscal year ended March 31, 2009 due mainly todeteriorated realizability of future tax benefits based on declines in domestic stock markets and a downward
revision to our estimation of future taxable income in light of the results of operations of the fiscal year ended
March 31, 2009. As a result, deferred tax assets, net of valuation allowance decreased by ¥665.9 billion from theend of the previous fiscal year to ¥1,144.9 billion at March 31, 2009.
Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007
Income tax expense increased by ¥509.0 billion from the previous fiscal year to ¥672.2 billion in the fiscal
year ended March 31, 2008. Current income tax expense in the fiscal year ended March 31, 2008 decreased by¥5.1 billion to ¥45.2 billion from the previous fiscal year.
Deferred income tax expense increased by ¥514.1 billion from the previous fiscal year to ¥627.0 billion in
the fiscal year ended March 31, 2008 due mainly to the declining realizability of future tax benefits based on adecrease in expected future taxable income and reduced efficacy of available tax planning strategies resulting
from declines in domestic stock markets.
Gross deferred tax assets decreased by ¥388.5 billion in the fiscal year ended March 31, 2008 due mainly toa decrease of net operating loss carryforwards resulting from its utilization.
82

Valuation allowance increased by ¥245.9 billion in the fiscal year ended March 31, 2008 due mainly todeteriorated realizability of future tax benefits. As a result, deferred tax assets, net of valuation allowancedecreased by ¥634.4 billion from the end of the previous fiscal year to ¥1,810.8 billion at March 31, 2008.
The following table shows components of deferred tax assets as of March 31, 2007, 2008 and 2009:
Fiscal years ended March 31,
2007
2008
2009
(in billions of yen)

Deferred tax assets:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Stabilization Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed earning of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 1,142.9
456.8
—
41.9
30.3
—
91.6
2,677.0
209.9¥ 1,176.4
333.9
—
38.4
25.9
—
9.1
2,402.6
275.6¥ 1,346.7
495.2
122.3
26.6
21.3
15.2
—
2,559.2
337.0

Gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,650.4

4,261.9

4,923.5

Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,205.2)(2,451.1)(3,778.6)

Deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . .
Deferred tax liabilities:
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,445.2

1,810.8

1,144.9

1,552.8
—
36.9
130.7
122.5

784.3
—
4.5
3.2
106.4

283.0
27.2
—
—
50.7

Gross deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,842.9

898.4

360.9

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥

602.3

¥

912.4

¥

784.0

Net Income (Loss)
Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
As a result of the foregoing, net income (loss) was a loss of ¥1,058.4 billion in the fiscal year ended
March 31, 2009 compared to income of ¥228.6 billion in the previous fiscal year.
Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007
As a result of the foregoing, net income decreased by ¥395.3 billion from the previous fiscal year to ¥228.6
billion in the fiscal year ended March 31, 2008.
Business Segments Analysis
The business segment information set forth below is derived from the internal management reporting
systems used by management to measure the performance of our business segments. We measure theperformance of each of our operating segments primarily in terms of “net business profits” in accordance withJapanese GAAP following internal managerial accounting rules and practices. Net business profits is used as ameasure of the profitability of core banking operations in Japan and is defined as gross profits (or the sum of net
interest income, fiduciary income, net fee and commission income, net trading income and net other operating
83

income) less general and administrative expenses (excluding non-recurring expenses). Measurement by net
business profits is required for regulatory reporting to the Financial Services Agency. Therefore, the format andinformation is presented primarily on the basis of Japanese GAAP and is not consistent with the consolidated
financial statements prepared in accordance with U.S. GAAP. A reconciliation of total net business profits withincome before income tax expense under U.S. GAAP is provided in note 30 to our consolidated financial
statements included elsewhere in this annual report.
We manage our business portfolio through three Global Groups: the Global Corporate Group, the Global
Retail Group and the Global Asset & Wealth Management Group. The Global Corporate Group consists
primarily of Mizuho Corporate Bank and Mizuho Securities, the Global Retail Group consists primarily ofMizuho Bank and Mizuho Investors Securities, and the Global Asset & Wealth Management Group consists
primarily of Mizuho Trust & Banking. We divide the businesses of each of Mizuho Corporate Bank and Mizuho
Bank into three reportable segments based on customer characteristics and functions. Reportable segments ofMizuho Corporate Bank are: domestic; international; and trading and others. Reportable segments of Mizuho
Bank are: retail banking; corporate banking; and trading and others. In addition to the three Global Groups,
subsidiaries which provide services to a wide range of customers and which do not belong to a specific Global
Group are aggregated as Others.
The Global Corporate Group
Mizuho Corporate Bank
Mizuho Corporate Bank is the main operating company of the Global Corporate Group and provides
banking and other financial services to large corporations, financial institutions, public sector entities, foreign
corporations, including foreign subsidiaries of Japanese corporations, and foreign governmental entities.
Domestic banking
This segment provides a variety of financial products and services to large corporations, financial
institutions and public sector entities in Japan. The products and services it offers include commercial banking,advisory services, syndicated loan arrangements and structured finance.
International banking
This segment mainly offers commercial banking and foreign exchange transaction services to foreign
corporations, including foreign subsidiaries of Japanese corporations, through Mizuho Corporate Bank’s overseas
network.
Trading and others
This segment supports the domestic and international segments in offering derivatives and other risk
hedging products to satisfy Mizuho Corporate Bank’s customers’ financial and business risk control
requirements. It is also engaged in Mizuho Corporate Bank’s proprietary trading, such as foreign exchange andbond trading, and asset and liability management. This segment also includes costs incurred by headquartersfunctions of Mizuho Corporate Bank.
Mizuho Securities
Mizuho Securities is the primary investment banking arm in the Global Corporate Group and offers
wholesale securities and investment banking services, such as underwriting and trading of bonds and equities,
advisory services and structured finance, to large and international corporations, financial institutions and public
entities.
84

Others
This segment consists of Mizuho Corporate Bank’s subsidiaries other than Mizuho Securities, but including
Mizuho Securities’ subsidiaries. These subsidiaries offer financial products and services in specific areas ofbusiness or countries mainly to customers of the Global Corporate Group. This segment also includes eliminationof transactions between companies within the Global Corporate Group.
The Global Retail Group
Mizuho Bank
Mizuho Bank is the main operating company of the Global Retail Group. Mizuho Bank provides banking
and other financial services mainly to individuals, SMEs and middle-market corporations through its domestic
branch and ATM network.
Retail banking
This segment offers banking products and services, including housing and other personal loans, credit cards,
deposits, investment products and consulting services, to Mizuho Bank’s individual customers through its
nationwide branch and ATM network, as well as telephone and Internet banking services.
Corporate banking
This segment provides loans, syndicated loan arrangements, structured finance, advisory services, otherbanking services and capital markets financing to SMEs, middle-market corporations, local governmental entities
and other public sector entities in Japan.
Trading and others
This segment supports the retail banking and corporate banking segments in offering derivatives and otherrisk hedging products to satisfy Mizuho Bank’s customers’ financial and business risk control requirements. It isalso engaged in Mizuho Bank’s proprietary trading, such as foreign exchange and bond trading, and asset andliability management. This segment also includes costs incurred by headquarters functions of Mizuho Bank.
Mizuho Investors Securities
Mizuho Investors Securities offers securities services to individuals and corporate customers of the Global
Retail Group and provides those corporate customers with support in procuring funds through capital markets.
OthersThis segment consists of Mizuho Bank’s subsidiaries other than Mizuho Investors Securities. Thesesubsidiaries, such as Mizuho Capital and Mizuho Business Financial Center Co., Ltd., offer financial products
and services in specific areas of business to customers of the Global Retail Group. This segment also includes
elimination of transactions between companies within the Global Retail Group.
The Global Asset & Wealth Management Group
Mizuho Trust & Banking
Mizuho Trust & Banking is the main operating company of the Global Asset & Wealth Management Groupand offers products and services related to trust, real estate, securitization and structured finance, pension andasset management and stock transfers.
85

Others
This segment includes companies other than Mizuho Trust & Banking which are a part of the Global
Asset & Wealth Management Group. These companies include Mizuho Private Wealth Management, Trust &Custody Services Bank, Mizuho Asset Management and DIAM, which is an equity-method affiliate. They offer
products and services related to private banking, trust and custody, and asset management. This segment also
includes elimination of transactions between companies within the Global Asset & Wealth Management Group.
OthersThis segment consists of Mizuho Financial Group and its subsidiaries that do not belong to a specific Global
Group but provide their services to a wide range of customers. Under this segment, we offer non-banking
services including research and consulting services through Mizuho Research Institute, information technologyrelated services through Mizuho Information & Research Institute and advisory services to financial institutions
through Mizuho Financial Strategy. This segment also includes elimination of transactions between the Global
Groups.
The information below for reportable segments is derived from our internal management reporting system.
Results of Operations by Business Segment
Consolidated Results of Operations
Consolidated gross profits for the fiscal year ended March 31, 2009 were ¥1,807.0 billion, an increase of¥146.1 billion compared to the previous fiscal year. Consolidated general and administrative expenses (excluding
non-recurring expenses) for the fiscal year ended March 31, 2009 were ¥1,123.6 billion, an increase of ¥30.3
billion compared to the previous fiscal year. Consolidated net business profits for the fiscal year ended March 31,
2009 were ¥622.6 billion, an increase of ¥111.4 billion compared to the previous fiscal year. The following
diagram shows the relative contributions to consolidated net business profits of each of our Global Groups for the
fiscal year ended March 31, 2009:

Global Asset& Wealth
Management
Group
7%

Others1%

GlobalCorporate
Group
49%
Global Retail
Group
43%

86

Global Corporate Group Financial Results
The following table shows gross profits, general and administrative expenses (excluding non-recurring
expenses) and net business profits for the Global Corporate Group for the fiscal years ended March 31, 2007,2008 and 2009:
Total
Mizuho Corporate Bank
GlobalTrading and
MizuhoCorporate
Domestic International
othersSubtotal Securities OthersGroup(in billions of yen)

Fiscal year ended March 31, 2007:
Gross profits:
Net interest income (expenses) . . . ¥202.4
Net noninterest income . . . . . . . . . 108.2
Total . . . . . . . . . . . . . . . . . . . 310.6
General and administrative expenses . .
88.3
Others . . . . . . . . . . . . . . . . . . . . . . . . . .
—¥ 73.4
59.6
133.0
61.5
—

¥ 30.7
73.6
104.3
91.2
—

¥306.5 ¥ (0.2) ¥ 101.4 ¥407.7
241.4 105.9
30.3 377.6
547.9 105.7
131.7 785.3
241.0
61.1
74.9 377.0——(44.3) (44.3)

Net business profits . . . . . . . . . . . . ¥222.3¥ 71.5¥ 13.1¥306.9 ¥ 44.6 ¥ 12.5 ¥364.0¥ 73.4¥ 39.7¥293.6 ¥ (5.6) ¥ 80.8 ¥368.8

68.0
141.4
67.1
—

138.8
178.5
83.6
—

312.8
606.4
236.2
—

Net business profits (loss) . . . . . . . ¥201.0¥ 74.3¥ 94.9¥370.2 ¥ (30.3) ¥(398.0) ¥ (58.1)

Fiscal year ended March 31, 2009:
Gross profits:
Net interest income (expenses) . . . ¥172.7
Net noninterest income . . . . . . . . . 102.5
Total . . . . . . . . . . . . . . . . . . . 275.2
General and administrative expenses . .
92.0
Others . . . . . . . . . . . . . . . . . . . . . . . . . .
—¥ 90.1
40.4
130.5
66.0
—

¥ 53.7
68.8
122.5
88.9
—

¥316.5 ¥ (9.7) ¥ 74.5 ¥381.3
211.7
78.0
53.5 343.2
528.2
68.3
128.0 724.5
246.9
59.5
75.0 381.4——(35.4) (35.4)

Net business profits . . . . . . . . . . . . ¥183.2¥ 64.5¥ 33.6¥281.3 ¥Fiscal year ended March 31, 2008:
Gross profits:
Net interest income (expenses) . . . ¥180.5
Net noninterest income(expenses) . . . . . . . . . . . . . . . . . 106.0
Total . . . . . . . . . . . . . . . . . . . 286.5
General and administrative expenses . .
85.5
Others . . . . . . . . . . . . . . . . . . . . . . . . . .
—

41.7
36.1
66.4
—

(339.1) 15.4
(258.3) 384.2
91.4 394.0(48.3) (48.3)

8.8 ¥ 17.6 ¥307.7

Fiscal year ended March 31, 2009 compared to fiscal year ended March 31, 2008
Gross profits for Mizuho Corporate Bank for the fiscal year ended March 31, 2009 decreased by ¥78.2
billion, or 12.9%, from the previous fiscal year to ¥528.2 billion. This decrease was due to a decrease of ¥11.3
billion in domestic operations reflecting a decrease in domestic loan interest income and a decrease of ¥10.9
billion in international operations as a result of a decrease in non-interest income due to the dislocation in global
financial markets. Given the severe market environment, losses in credit investments such as on equity
investment trusts and a ¥11.4 billion decrease in dividends from Mizuho Securities resulted in a decrease of¥56.0 billion in gross profits of trading and others. These decreases were offset in part by an increase in fees fromsyndicated loans due to our responding promptly and appropriately to the needs of our customers that required
substitutes for commercial paper and corporate bond financing.
General and administrative expenses of Mizuho Corporate Bank for the fiscal year ended March 31, 2009
increased by ¥10.7 billion, or 4.5%, from the previous fiscal year to ¥246.9 billion due mainly to an increase inemployee retirement benefit expenses.
87

Mizuho Securities recorded net business profits of ¥8.8 billion compared to a net business loss of ¥30.3
billion due mainly to the increase in bond trading profits and the effects of its business reform program that
decreased general and administrative expenses offset in part by a decrease in stock and corporate bondcommissions as a result of sluggish market environment.
Net business profits for “others” was ¥17.6 billion compared to a net business loss of ¥398.0 billion in theprevious fiscal year due mainly to the losses incurred in the CDO business in the previous fiscal year by anoverseas subsidiary of Mizuho Securities.
As a result mainly of the foregoing, net business profits for the Global Corporate Group for the fiscal year
ended March 31, 2009 was ¥307.7 billion compared to a net business loss of ¥58.1 billion in the previous fiscal
year.
Fiscal year ended March 31, 2008 compared to fiscal year ended March 31, 2007
Gross profits for Mizuho Corporate Bank for the fiscal year ended March 31, 2008 increased by ¥58.5
billion, or 10.7%, from the previous fiscal year to ¥606.4 billion. This increase was due mainly to an increase ingross profits from trading and others of ¥74.2 billion as a result of conducting operations that appropriately
captured the lowering trends in long-term interest rates in domestic and international financial markets, as well as
an increase in gross profits from international operations of ¥8.4 billion, despite the effects of the dislocation in
global financial markets. These increases were offset in part by a decrease in gross profits from domestic
operations of ¥24.1 billion, reflecting a decrease in net interest income due to lower demand for loans and a
decline in the domestic average loan interest rate spread and a decrease in noninterest income such as syndicatedloans related fees.
General and administrative expenses of Mizuho Corporate Bank for the fiscal year ended March 31, 2008
decreased by ¥4.8 billion, or 2.0%, from the previous fiscal year to ¥236.2 billion.
Mizuho Securities incurred a net business loss of ¥30.3 billion compared to net business profits of ¥44.6
billion in the previous fiscal year due mainly to a significant deterioration in trading profits and a decrease inequity underwriting fees, both largely due to the dislocation in global financial markets stemming from U.S.
subprime loan issue.
Net business profits for “others” decreased by ¥410.5 billion compared to the previous fiscal year due tosignificant losses incurred by the CDO business of an overseas subsidiary of Mizuho Securities, Mizuho
International plc, as a result of the dislocation in global financial markets.
As a result mainly of the foregoing, the Global Corporate Group incurred a net business loss of ¥58.1 billion
for the fiscal year ended March 31, 2008 compared to net business profits of ¥364.0 billion in the previous fiscal
year.

88

Global Retail Group Financial Results
The following table shows gross profits, general and administrative expenses (excluding non-recurring
expenses) and net business profits for the Global Retail Group for the fiscal years ended March 31, 2007, 2008
and 2009:
Mizuho Bank
MizuhoRetail Corporate Trading
Investors
Banking Banking and others Subtotal Securities(in billions of yen)

OthersTotal
GlobalRetailGroup

Fiscal year ended March 31, 2007:
Gross profits:
Net interest income . . . . . . . . . . . . ¥262.6
Net noninterest income . . . . . . . . .
53.4
Total . . . . . . . . . . . . . . . . . . . . 316.0
General and administrative expenses . . . 199.3
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .
—¥326.6
233.3
559.9
245.2
—

¥

4.6
98.0
102.6
82.5
—

¥593.8
384.7
978.5
527.0
—

¥ 1.2
61.0
62.2
43.4
—

¥ 45.6 ¥ 640.6
19.1
464.8
64.7 1,105.4
18.1
588.5
(11.5)(11.5)Net business profits . . . . . . . . . . . . ¥116.7¥314.7¥ 20.1¥451.5¥ 18.8¥ 35.1 ¥ 505.4¥328.9¥ (33.0) ¥606.9¥ 0.7¥ 46.8 ¥ 654.4

174.5
503.4
229.3
—

118.7
85.7
93.1
—

335.9
942.8
537.2
—

52.3
53.0
45.2
—

(2.8)
385.4
44.0 1,039.8
(1.6)
580.8
(14.7)(14.7)¥274.1¥ (7.4) ¥405.6¥ 7.8¥ 30.9 ¥ 444.3¥297.9¥ (21.5) ¥603.7¥ 0.4¥ 44.0 ¥ 648.1

144.4
442.3
234.2
—

54.4
32.9
101.2
—

¥208.1¥ (68.3) ¥256.6

Fiscal year ended March 31, 2008:
Gross profits:
Net interest income (expenses) . . . ¥311.0
Net noninterest income(expenses) . . . . . . . . . . . . . . . . . .
42.7
Total . . . . . . . . . . . . . . . . . . . . 353.7
General and administrative expenses . . . 214.8
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .
—Net business profits (loss) . . . . . . . ¥138.9
Fiscal year ended March 31, 2009:
Gross profits:
Net interest income . . . . . . . . . . . . ¥327.3
Net noninterest income(expenses) . . . . . . . . . . . . . . . . . .
25.2
Total . . . . . . . . . . . . . . . . . . . . 352.5
General and administrative expenses . . . 235.7
Others . . . . . . . . . . . . . . . . . . . . . . . . . . .
—Net business profits (loss) . . . . . . . ¥116.8

224.0
827.7
571.1
—

30.9
31.3
44.0
—

(2.7)
41.3
0.8
(13.8)

252.2
900.3
615.9
(13.8)¥(12.7) ¥ 26.7 ¥ 270.6

Fiscal year ended March 31, 2009 compared to fiscal year ended March 31, 2008
Gross profits for Mizuho Bank for the fiscal year ended March 31, 2009 decreased by ¥115.1 billion, or
12.2%, from the previous fiscal year to ¥827.7 billion. This decrease was due to a decrease in gross profits of¥1.2 billion from retail banking, reflecting decreases in income from loans and fee income from sales ofinvestment trusts and individual annuities due to the weakness in stock markets, and a decrease of ¥61.1 billion
from corporate banking, reflecting decreases in income from loans and net noninterest income from our solutions
business, foreign exchange business and others. In addition, gross profits from trading and others decreased by¥52.8 billion due mainly to a decline in trading income and from our conservative asset-and-liabilitymanagement operations. These decreases were offset in part by an improvement in the profitability of deposits
due to an increase in outstanding balances and other factors.
General and administrative expenses for Mizuho Bank increased by ¥33.9 billion, or 6.3%, from theprevious fiscal year to ¥571.1 billion due mainly to an increase in employee retirement benefit expenses.
89

Mizuho Investors Securities incurred a net business loss of ¥12.7 billion compared to net business profit of¥7.8 billion in the previous fiscal year due mainly to a decrease in commission income from its stock brokeragebusiness as a result of weak domestic stock markets, sluggish foreign bond sales and write-downs of
yen-denominated samurai bonds issued by Lehman Brothers.
As a result mainly of the foregoing, net business profits for the Global Retail Group for the fiscal year ended
March 31, 2009 decreased by ¥173.7 billion, or 39.1%, from the previous fiscal year to ¥270.6 billion.
Fiscal year ended March 31, 2008 compared to fiscal year ended March 31, 2007
Gross profits for Mizuho Bank for the fiscal year ended March 31, 2008 decreased by ¥35.7 billion, or
3.6%, from the previous fiscal year to ¥942.8 billion. The decrease was due to decreases in gross profits of ¥56.5
billion from corporate banking and ¥16.9 billion from trading and others. The decrease in gross profits from
corporate banking was due to a decrease in noninterest income, reflecting a decline in fees and commissions fromour solutions business, and sluggish growth in net interest income, reflecting an increase in competition in thedomestic SME market. The decrease in gross profits from trading and others was due mainly to a decrease in
trading income and from our conservative asset-and-liability-management operations. These decreases wereoffset in part by an increase in gross profits from retail banking of ¥37.7 billion, reflecting an improvement in the
profitability of deposits, which more than offset a decline in the profitability of loans to individuals anddecreased fee income from sales of investment trusts and individual annuities affected by the dislocation in
financial markets and other factors.
General and administrative expenses for Mizuho Bank increased by ¥10.2 billion, or 1.9%, from theprevious fiscal year to ¥537.2 billion due mainly to expenses incurred in connection with our efforts to growfuture gross profits relating to the retail banking business through opening of new branches and the refurbishmentof existing branches and other strategic expenses such as those related to new product development.
Net business profits for Mizuho Investors Securities decreased by ¥11.0 billion, or 58.5%, from the previous
fiscal year to ¥7.8 billion due mainly to a decrease in trading profits in addition to a decrease in commission
income, mainly those from its equity business, as a result of weak domestic equity markets that were impacted by
the dislocation in global financial markets.
As a result mainly of the foregoing, net business profits for the Global Retail Group for the fiscal year ended
March 31, 2008 decreased by ¥61.1 billion, or 12.1%, compared to the previous fiscal year to ¥444.3 billion.

90

Global Asset & Wealth Management Group Financial Results
The following table shows gross profits, general and administrative expenses (excluding non-recurring
expenses) and net business profits for the Global Asset & Wealth Management Group for the fiscal years ended
March 31, 2007, 2008 and 2009:
Total Global
Asset & WealthManagement
Group

Mizuho Trust &Banking
Others(in billions of yen)

Fiscal year ended March 31, 2007:
Gross profits:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 52.2
121.7
173.9
87.8
—

¥ 1.6
48.1
49.7
38.4
(1.2)

¥ 53.8
169.8
223.6
126.2
(1.2)

Net business profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 86.1¥10.1¥ 96.2

Fiscal year ended March 31, 2008:
Gross profits:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 53.5
119.2
172.7
86.8
—

¥ 1.9
56.5
58.4
40.8
(1.5)

¥ 55.4
175.7
231.1
127.6
(1.5)

Net business profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 85.9¥16.1¥102.0Fiscal year ended March 31, 2009:
Gross profits:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 48.6
81.5
130.1
91.3
—

¥ 1.2
45.6
46.8
40.7
(3.2)

¥ 49.8
127.1
176.9
132.0
(3.2)

Net business profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 38.8¥ 2.9¥ 41.7

Fiscal year ended March 31, 2009 compared to fiscal year ended March 31, 2008
Gross profits of Mizuho Trust & Banking for the fiscal year ended March 31, 2009 decreased by ¥42.6
billion, or 24.7%, from the previous fiscal year to ¥130.1 billion. The decrease was due mainly to a decline innoninterest income from trust and asset management businesses, such as real estate related transactions.
General and administrative expenses for Mizuho Trust & Banking increased by ¥4.5 billion, or 5.2%, fromthe previous fiscal year to ¥91.3 billion due mainly to an increase in employee retirement benefit expenses.
As a result of the foregoing, as well as a decrease in “others” which was a result mainly of losses ofoverseas subsidiaries in connection with the collapse of Lehman Brothers, net business profits for the Global
Asset & Wealth Management Group for the fiscal year ended March 31, 2009 decreased by ¥60.3 billion fromthe previous fiscal year to ¥41.7 billion.

91

Fiscal year ended March 31, 2008 compared to fiscal year ended March 31, 2007
Gross profits for Mizuho Trust & Banking for the fiscal year ended March 31, 2008 decreased by ¥1.2
billion, or 0.7%, from the previous fiscal year to ¥172.7 billion. The decrease was due to a decline in income
from trust and asset management businesses, including real estate business.
General and administrative expenses for Mizuho Trust & Banking decreased by ¥1.0 billion from theprevious fiscal year to ¥86.8 billion.
Net business profits for “others” increased by ¥6.0 billion, or 59.4%, from the previous fiscal year to ¥16.1
billion due mainly to an increase in profits of asset management companies in connection with an increase in theamount of entrusted funds.
As a result mainly of the foregoing, net business profits for the Global Asset & Wealth Management Groupfor the fiscal year ended March 31, 2008 increased by ¥5.8 billion, or 6.0%, from the previous fiscal year to¥102.0 billion.
Geographical Segment Analysis
The following table presents consolidated income statement and total assets information by major
geographic area. Foreign activities are defined as business transactions that involve customers residing outside ofJapan. However, as our operations are highly integrated globally, we have made estimates and assumptions forthe allocation of assets, liabilities, income and expenses among the geographic areas.

Japan

AmericasAsia/Oceania
excluding Japan,
Europeand others(in billions of yen)

Total

Fiscal year ended March 31, 2007:
Total revenue(1) . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . .

¥2,249.5
1,854.9

¥

843.0
641.5

¥

495.4
387.5

¥ 247.4
164.3¥ 3,835.3
3,048.2

Income before income tax expense . .

¥

394.6

¥

201.5

¥

107.9

¥

83.1

¥

787.1

Net income . . . . . . . . . . . . . . . . .

¥

254.3

¥

192.6

¥

104.8

¥

72.2

¥

623.9

Total assets at end of fiscal year . . . . .

¥111,842.6¥17,390.3¥13,003.3¥5,145.1¥147,381.3

Fiscal year ended March 31, 2008:
Total revenue(1) . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . .

¥3,015.1
1,913.0

¥

833.3
712.9

¥

¥ 264.3
167.3¥ 4,205.2
3,304.4

Income before income tax expense . .

¥1,102.1¥

120.4¥ (418.7)

¥

97.0

¥

900.8

Net income (loss) . . . . . . . . . . . .

¥

466.1

¥

100.1

¥ (422.6)

¥

85.0

¥

228.6

¥115,715.1¥19,025.8¥11,490.4¥5,086.5¥151,317.8

Fiscal year ended March 31, 2009:
Total revenue(1) . . . . . . . . . . . . . . . . . .
Total expenses(2) . . . . . . . . . . . . . . . . .

¥1,867.3
2,355.3

¥

423.9
274.8

¥

347.0
359.7

¥ 198.2
143.1¥ 2,836.4
3,132.9

Income before income tax expense . .

¥(488.0) ¥

149.1

¥

(12.7)¥

55.1¥¥ (1,207.6) ¥

118.3

¥

(15.6)¥

46.5¥ (1,058.4)¥4,683.4¥155,083.0

Total assets at end of fiscal year . . . . .

Net income (loss) . . . . . . . . . . . .
Total assets at end of fiscal year . . . . .

¥115,588.5¥24,995.1

92.5
511.2

¥ 9,816.0(296.5)

Notes:(1) Total revenue is comprised of interest and dividend income and noninterest income.
(2) Total expenses are comprised of interest expense, provision (credit) for loan losses and noninterest expenses.
92

Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
In the fiscal year ended March 31, 2009, we recorded a net loss in Japan and Europe. Among the geographicalregions in which we recorded net income, 71.8% of the net income was derived from the Americas and 28.2% from
Asia/Oceania, excluding Japan, and others. At March 31, 2009, 74.5% of total assets were allocated to Japan, 16.1%
to the Americas, 6.3% to Europe and 3.1% to Asia/Oceania, excluding Japan, and others.
Total revenue in Japan decreased by ¥1,147.8 billion from the previous fiscal year due primarily to anincrease in investment losses—net, as a result of an increase in impairment losses on, and a decrease in gains onsales of, equity securities reflecting declines in domestic stock markets, and a decrease in foreign exchange gains
as a result of translation gains with respect to foreign currency denominated liabilities that were funded andincurred to offset foreign exchange risk related to foreign currency denominated available-for-sale securities in
the fiscal year ended March 31, 2008. In the fiscal year ended March 31, 2009, the translation gains with respect
to foreign currency denominated liabilities were offset by translation losses on foreign currency denominatedavailable-for-sale securities as a result of the reclassification of foreign currency denominated available-for-salesecurities from investments to trading account assets following the adoption of the fair value option under SFAS
No.159 as of April 1, 2008. In the previous fiscal year, the translation losses on foreign currency denominatedavailable-for-sale securities were recorded in other comprehensive income. Total expenses increased by ¥442.3
billion due to an increase in provision for loan losses, reflecting the effects of the rapid deterioration ofmacroeconomic conditions in Japan as a result of the global recession, worsening business environment andeconomic condition surrounding domestic companies, and abrupt bankruptcies of real estate companies. This
increase was offset in part by income recorded from minority interest in consolidated subsidiaries due mainly to
an increase in the allocation to minority shareholders of the losses incurred by several of our consolidated
domestic subsidiaries. As a result, net income in Japan decreased by ¥1,673.7 billion. Total assets in Japandecreased by ¥126.6 billion due primarily to decreases in receivables under securities borrowing transactions andtrading account assets, offset in part by an increase in loans as corporate borrowing increased during the financial
market turmoil.
In the Americas, total revenue decreased by ¥409.4 billion due primarily to a decrease in interest income asa result of decreases in average yields reflecting general declines in U.S. dollar interest rate levels, offset in part adecrease in investment losses—net, as the impairment losses on various types of securitization products due tothe impact of the dislocation in the global financial markets significantly decreased compared to the previous
fiscal year. Total expenses decreased by ¥438.1 billion due primarily to a decrease in interest expenses reflecting
general declines in U.S. dollar interest rate levels. As a result, net income in the Americas increased by ¥18.2
billion. Total assets in the Americas increased by ¥5,969.3 billion due primarily to an increase in trading accountassets, consisting mainly of those regarding derivative contracts, offset in part by a decrease in investments due
primarily to the reclassification to trading account assets as a result of the adoption of the fair value option under
SFAS No. 159.
In Europe, total revenue increased by ¥254.5 billion due primarily to the decrease in losses incurred in the
trading account and investments during the previous fiscal year affected by the impact of the dislocation in the
global financial markets, offset in part by a decrease in interest income as a result of decreases in average yields
reflecting general declines in euro interest rate levels. Total expenses decreased by ¥151.5 billion due primarily
to a decrease in interest expenses reflecting general declines in euro interest rate levels, offset in part by anincrease in minority interest in consolidated subsidiaries as one of our European subsidiary recorded a large net
loss during the previous fiscal year. As a result, net income in Europe increased by ¥407.0 billion. Total assets in
Europe decreased by ¥1,674.4 billion due primarily to a decrease in investments, which included areclassification to trading account assets as a result of the adoption of SFAS No. 159, and a decrease inreceivables under resale agreements, partially offset by an increase in trading account assets.
In Asia/Oceania excluding Japan, and others, total revenue decreased by ¥66.1 billion due primarily todecreases in interest income and trading account gains—net, offset in part by an increase in foreign exchange93gains—net. Total expenses decreased by ¥24.2 billion due primarily to a decrease in interest expenses, offset inpart by an increase in provision for loan losses. As a result, net income in Asia/Oceania excluding Japan, andothers decreased by ¥38.5 billion. Total assets in Asia/Oceania excluding Japan, and others decreased by ¥403.1
billion due primarily to a decrease in investments which included reclassification as a result of the adoption of
SFAS No. 159, and a decrease in loans, partially offset by an increase in trading account assets.
Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007
In the fiscal year ended March 31, 2008, we recorded net loss in Europe. Among the geographical regions inwhich we recorded net income, 71.6% of the net income was derived from Japan, 15.4% from the Americas, and13.0% from Asia/Oceania, excluding Japan, and others. At March 31, 2008, 76.5% of total assets were allocatedto Japan, 12.6% to the Americas, 7.6% to Europe and 3.3% to Asia/Oceania, excluding Japan, and others.
Total revenue in Japan increased by ¥765.6 billion from the previous fiscal year due primarily to an increasein foreign exchange gains—net, as a result of translation gains with respect to foreign currency-denominatedliabilities that were funded to offset foreign exchange risk related to foreign currency-denominatedavailable-for-sale securities, and a decrease in investment losses—net, as we had incurred significant impairment
losses on Japanese government bonds in the previous fiscal year. Total expenses increased by ¥58.1 billion due toan increase in interest expense mainly reflecting an increase in yen interest rate levels and other factors offset inpart by a decrease in provision for loan losses, reflecting upgrades in the internal credit ratings of some large
borrowers. Income tax expense increased by ¥495.7 billion because of increased deferred tax expense due mainly
to deteriorated realizability of future tax benefits based on a decrease in expected future taxable income and theefficacy of available tax-planning strategies. As a result, net income in Japan increased by ¥211.8 billion. Total
assets in Japan increased by ¥3,872.5 billion due primarily to an increase in trading account assets, offset in partby a decrease in loans as funding needs by corporate borrowers, especially SMEs, decreased.
In the Americas, total revenue decreased by ¥9.7 billion due primarily to an increase in investment losses—
net, as we incurred significant impairment losses on various types of securitization products due to the impact ofthe dislocation in the global financial markets, offset in part by an increase in interest income, as a result of
increases in average balances of interest-earning assets. Total expenses increased by ¥71.4 billion due primarily
to an increase in interest expenses as the average balances of interest-bearing liabilities increased. As a result, net
income in the Americas decreased by ¥92.5 billion. Total assets in the Americas increased by ¥1,635.5 billion,
due primarily to an increase in trading account assets.
In Europe, total revenue decreased by ¥402.9 billion due primarily to the loss incurred in the trading accountand investments, affected by the impact of the dislocation in the global financial markets, offset in part by anincrease in interest income, especially interest from loans, due mainly to increases in average balances as a resultof our efforts to increase foreign loans. Total expenses increased by ¥123.7 billion due primarily to an increase ininterest expenses, especially interest on deposits, as the average balances of interest-bearing liabilities increased.
As a result, net income in Europe decreased by ¥527.4 billion. Total assets in Europe decreased by ¥1,512.9
billion due primarily to a decrease in receivables under resale agreements, and a decrease in investments as aresult of divestitures conducted in light of interest rate movements, partially offset by an increase in loans.
Total revenue in Asia/Oceania excluding Japan, and others increased by ¥16.9 billion due primarily to anincrease in interest income, offset in part by a decrease in trading account gains—net. Total expenses increasedslightly by ¥3.0 billion. As a result, net income in Asia/Oceania excluding Japan, and others increased by ¥12.8
billion. Total assets in Asia/Oceania excluding Japan, and others decreased by ¥58.6 billion due primarily to adecrease in trading account assets, offset in part by an increase in loans, as a result of our efforts to increase
foreign assets.

94

Financial Condition
AssetsOur assets as of March 31, 2008 and 2009 were as follows:
As of March 31,
2008

Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under resale agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under securities borrowing transactions . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥Increase2009(decrease)(in billions of yen)

2,085.8 ¥ 2,732.9 ¥ 647.1
1,549.7
3,128.1
1,578.4
257.7
144.5(113.2)7,235.2
6,276.5(958.7)
9,069.1
5,819.4(3,249.7)
20,552.4
31,006.3
10,453.9
36,155.7
28,745.7(7,410.0)
68,221.8
72,657.1
4,435.3(649.8)(869.8)(220.0)Loans, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from customers on acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67,572.0
852.4
62.3
380.6
15.0
923.6
4,606.3

71,787.3
899.7
54.2
296.2
15.0
791.5
3,385.7

4,215.3
47.3(8.1)(84.4)—(132.1)(1,220.6)

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥151,317.8¥155,083.0¥ 3,765.2

Total assets increased by ¥3,765.2 billion from the end of the previous fiscal year to ¥155,083.0 billion as ofMarch 31, 2009. This increase was due primarily to an increase of ¥10,453.9 billion in trading account assets,
primarily interest rate-related derivative contracts, and an increase of ¥4,215.3 billion in loans, net of allowance,
offset in part by a decrease of ¥7,410.0 billion in investments and a decrease of ¥3,249.7 billion in receivables
under securities borrowing transactions. The increase in trading account assets and the decrease in investments
were due mainly to the reclassification from investments to trading account assets of foreign currency
denominated available-for-sale securities that were elected for fair value treatment under SFAS No. 159 as ofApril 1, 2008. For further information on the fair value option, see note 28 to our consolidated financial
statements included elsewhere in this annual report.

95

LoansLoans Outstanding
The following table shows our loans outstanding as of March 31, 2008 and 2009:
As of March 31,
2008

Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . ¥ 7,806.7
Construction . . . . . . . . . . . . . . . . . . . . . . . . .
1,429.6
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,489.6
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,566.2
Wholesale and retail . . . . . . . . . . . . . . . . . . .
6,100.1
Transportation . . . . . . . . . . . . . . . . . . . . . . . .
2,516.3
Banks and other financial institutions . . . . . .
4,355.6
Government and public institutions . . . . . . .
5,807.5
Other industries . . . . . . . . . . . . . . . . . . . . . . .
5,061.1
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,326.7
Mortgage loans . . . . . . . . . . . . . . . . . . .
11,122.4
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,204.3

Increase2009(decrease)(in billions of yen, except percentages)

11.43% ¥ 8,915.1
2.09
1,456.3
9.50
6,215.7
8.15
5,378.4
8.93
6,006.4
3.68
2,593.2
6.37
5,037.1
8.50
8,655.1
7.40
4,645.8
18.04
12,543.2
16.28
11,382.1
1.76
1,161.1

12.26% ¥1,108.4 0.83%
2.00
26.7 (0.09)
8.54(273.9) (0.96)
7.39(187.8) (0.76)
8.26(93.7) (0.67)
3.56
76.9 (0.12)
6.92
681.5 0.55
11.90
2,847.6 3.40
6.39
(415.3) (1.01)
17.25
216.5 (0.79)
15.65
259.7 (0.63)
1.60(43.2) (0.16)

Total domestic . . . . . . . . . . . . . . . .
Foreign:
Commercial and industrial . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . .
Government and public institutions . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57,459.4

84.09

61,446.3

84.47

3,986.9

0.38

8,815.2
1,544.9
414.7
93.8

12.90
2.26
0.61
0.14

8,680.3
2,223.7
300.5
94.3

11.93
3.06
0.41
0.13

(134.9) (0.97)
678.8 0.80
(114.2) (0.20)
0.5 (0.01)

Total foreign . . . . . . . . . . . . . . . . .

10,868.6

15.91

11,298.8

15.53

430.2

Subtotal . . . . . . . . . . . . . . . . .

68,328.0

100.00% 72,745.1

100.00% 4,417.1

Less: Unearned income and deferred loan
fees—net . . . . . . . . . . . . . . . . . . . . . . . . . .

(106.2)(88.0)

18.2

Total loans before allowance for loan losses . . . .

¥68,221.8¥72,657.1¥4,435.3(0.38)—

Total loans before allowance for loan losses increased by ¥4,435.3 billion from the end of the previous fiscal
year to ¥72,657.1 billion as of March 31, 2009. Domestic loans increased by ¥3,986.9 billion to ¥61,446.3 billion
due mainly to an increase in loans to government and public institutions attributable mainly to loans to theJapanese government. The increase in domestic loans was also attributable to the strong funding needs bycorporate borrowers, particularly in the manufacturing sector, as an alternative to funding from the markets,triggered by the turmoil in the financial markets.
Loans to foreign borrowers increased by ¥430.2 billion from the end of the previous fiscal year to ¥11,298.8
billion as of March 31, 2009. The increase in foreign loans was due mainly to an increase in loans to banks andother financial institutions, which included loans reclassified from the held-for-sale account during this fiscal
year, which we decided not to sell for the foreseeable future based on our determination that it is reasonable tocontinue holding such loans based on the difficulty in selling at a fair price. The increase was offset in part by theeffect of the appreciation of the yen against other currencies on the yen equivalent of foreign loans.
Within our loan portfolio, loans to domestic borrowers increased from 84.09% to 84.47% while loans toforeign borrowers decreased from 15.91% to 15.53%.

96

Impaired Loans
Japanese banks are required to categorize obligors into the groups listed below based on their financial
condition and other factors and then to classify loans and off-balance-sheet instruments against obligors, taking
into consideration the risk of collection and risk of impairment. We refer to this categorization and classification
process as the self-assessment procedures which are conducted in conjunction with our credit rating system.
Through the self-assessment procedures, we categorize obligors into the following categories:•

normal: Obligors for which business conditions are favorable and are deemed not to have any particular
problems in terms of their financial position.

•

watch: Obligors that require observation going forward because of either concerns regarding theirfinancial position or weak or unstable business conditions.

•special attention: Among watch obligors, those having difficulty meeting loan conditions, such as
reduced or suspended interest payments, or those in default of payment obligations such as failure to
make principal or interest payments beyond a specified period.

•

intensive control: Obligors that are not yet bankrupt but are in financial difficulties and are deemed
likely to become bankrupt in the future because of failure to make progress in implementing their
management improvement plans or other measures (including obligors that are receiving ongoingsupport from financial institutions).

•

substantially bankrupt: Obligors that have not yet become legally or formally bankrupt but are
effectively insolvent because they are in serious financial difficulties and are deemed to be not capableof restructuring.

•bankrupt: Obligors that have become legally or formally bankrupt.

We consider both loans that are subject to SFAS No. 114, “Accounting by Creditors for Impairment of a
Loan—an amendment of FASB statement No. 5 and 15” and small balance, homogeneous loans to be impaired
when it is probable that we will be unable to collect all the scheduled payments of principal and interest when
due according to the contractual terms of the loan. Among other things, restructured loans under SFAS No. 15,“Accounting by Debtors and Creditors for Troubled Debt Restructuring” (“SFAS No. 15”) and loans that are
90 days or more delinquent are generally considered to be impaired. We determine loans to special attention,
intensive control, substantially bankrupt and bankrupt obligors as impaired loans in connection with ourconsideration of collectibility mentioned above. All of our impaired loans are designated as nonaccrual loans.
See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk Management” fordescriptions of our self-assessment procedures and our internal credit rating system.
We endeavor to remove impaired loans from our balance sheet within three years of their being so
categorized through methods such as collection, charge-offs, disposal and improving the borrowers’ credit rating
through restructuring efforts.

97

The following table shows our impaired loans as of March 31, 2008 and 2009 based on classifications bydomicile and industry segment:
As of March 31,
2008
2009
Increase (decrease)
Ratio to grossRatio to grossRatio to gross
Impaired
total loans to
Impaired
total loans to Impaired total loans toloans
industryloans
industryloans
industry(in billions of yen, except percentages)

Domestic:
Manufacturing . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . .
Transportation . . . . . . . . . . . . . .
Banks and other financial
institutions . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . .

¥ 160.8
88.1
106.3
200.0
243.3
115.0

2.06%
6.16
1.64
3.59
3.99
4.57

¥ 213.0
86.6
308.9
212.7
159.9
103.9

2.39%
5.95
4.97
3.95
2.66
4.01

¥ 52.2
(1.5)
202.6
12.7
(83.4)(11.1)

0.33%(0.21)
3.33
0.36(1.33)(0.56)

178.1
11.4
146.0

4.09
0.10
1.18

26.4
40.6
165.3

0.52
0.30
1.32

(151.7)
29.2
19.3(3.57)
0.20
0.14

Total domestic . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . .

1,249.0
46.5

2.17
0.43

1,317.3
114.7

2.14
1.02

68.3
68.2

(0.03)
0.59

Total impaired loans . . . . . . . . .

¥1,295.5

1.90%¥1,432.0

1.97%¥ 136.5

0.07%

Impaired loans increased by ¥136.5 billion, or 10.5%, from the end of the previous fiscal year to ¥1,432.0
billion as of March 31, 2009. Domestic impaired loans increased by ¥68.3 billion due primarily to an increase inreal estate, mainly as a result of the worsening business environment, offset in part by a decrease in banks and otherfinancial institutions, primarily as a result of an upgrade in the internal credit rating of a large borrower. Foreign
impaired loans increased by ¥68.2 billion, reflecting the turmoil in the financial markets and the global recession.
The percentage of impaired loans within gross total loans increased from 1.90% as of March 31, 2008 to
1.97% as of March 31, 2009. The percentage of impaired loans net of allowance to gross total loans net ofallowance decreased from 0.95% as of March 31, 2008 to 0.78% as of March 31, 2009, as the balance ofallowance for loan losses increased more than that of impaired loans.
Allowance for Loan Losses
Calculation of allowance for loan losses
Our self-assessment and credit-rating procedures serve as the basis for determining the amount of theallowance for loan losses. The specific methods of calculating the allowance for each category of obligors are as
follows:
Normal and watch obligors . . . . . . . . . . . A formula allowance is calculated separately for obligors with smallbalance, homogenous loans and for each credit rating category ofcorporate obligors by multiplying the loan balance with the applicable
default ratio (based on internal historical data as well as data provided
by third-party credit rating agencies) and the applicable average
impairment ratio on defaulted loans (based on internal historicaldata).
Special attention obligors . . . . . . . . . . . . The allowance for special attention obligors is generally calculated
individually based on the present value of expected future cash flows
98discounted at the loan’s initial effective interest rate. A formula
allowance for certain special attention obligors is calculated bygrouping the loans to such obligors and applying the formula
described above for normal and watch obligors but using the default
ratio and average impairment ratio specific to this category.
Intensive control obligors . . . . . . . . . . . . The allowance for intensive control obligors is generally calculated
individually based on the present value of expected future cash flows
discounted at the loan’s initial effective interest rate, based on the
loan’s observable market price, or based on the fair value of thecollateral if the loan is collateral dependent. The allowance for certain
intensive control obligors is calculated by grouping the loans to suchobligors and multiplying the amount of loans less estimated collateralvalue by the default ratio and average impairment ratio specific to thiscategory.
Substantially bankrupt and bankrupt
obligors . . . . . . . . . . . . . . . . . . . . . . . . The allowance is calculated individually and is equal to loan balance,
less estimated collateral value.
Balance of allowance for loan losses
The following table summarizes the allowance for loan losses by component and as a percentage of thecorresponding loan balance as of March 31, 2008 and 2009:
As of March 31,
2008
2009
Increase(in billions of yen, except percentages)

Allowance for loan losses on impaired loans (A) . . . . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses on other loans (B) . . . . . . . . . . . . . . . . . . . . . . . . . .
Total allowance for loan losses (C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥Impaired loans requiring an allowance for loan losses (D) . . . . . . . . . . . . . . . .
Impaired loans not requiring an allowance for loan losses (E) . . . . . . . . . . . . .
Other loans (F) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,089.7
205.8
67,032.5

1,147.8
284.2
71,313.1

58.1
78.4
4,280.6

Gross total loans (G) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥68,328.0¥72,745.1¥4,417.1

Percentage of allowance for loan losses on impaired loans against thebalance of impaired loans requiring an allowance (A)/(D)x100 . . . . . . . . . .
Percentage of allowance for loan losses on other loans against the balance ofother loans (B)/(F)x100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percentage of total allowance for loan losses against gross total loans(C)/(G)x100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

349.2
300.6
649.8

¥

440.3
429.5
869.8

¥

91.1
128.9
220.0

32.04%

38.36%

6.32%

0.45

0.60

0.15

0.95

1.20

0.25

Allowance for loan losses increased by ¥220.0 billion from the end of the previous fiscal year to ¥869.8
billion as of March 31, 2009. Of such increase, ¥128.9 billion was attributable to an increase in the allowance forloan losses on other loans due primarily to increased estimated loss rates related to normal obligors, and ¥91.1
billion was attributable to an increase in the allowance for loan losses on impaired loans, including in relation todomestic borrowers in the real estate industry as well as foreign borrowers, due primarily to an increase in loans
to intensive control obligors as a result of downgrades. As a result, the percentage of total allowance for loan
losses against gross total loans increased by 0.25% to 1.20%, and the percentage of allowance for loan losses on
impaired loans against the balance of impaired loans requiring an allowance increased by 6.32% to 38.36%.
99

Provision (credit) for loan losses
The following table summarizes changes in our allowance for loan losses, including a breakdown of chargeoffs and recoveries by domicile and industry segment, in the fiscal years ended March 31, 2008 and 2009:
Fiscal years ended March 31,
2008

Increase(decrease)2009(in billions of yen)

Allowance for loan losses at beginning of fiscal year . . . . . . . . . . . . . . . . . .
Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge-offs:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥946.1(57.8)¥649.8567.4¥(296.3)
625.2

31.5
8.3
3.7
88.9
40.7
3.8
53.2
12.9
17.4

38.7
23.9
92.9
18.6
57.0
3.6
19.4
8.9
24.0

7.2
15.6
89.2
(70.3)
16.3(0.2)(33.8)(4.0)
6.6

Total domestic charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

260.4
10.8

287.0
57.1

26.6
46.3

Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

271.2

344.1

72.9

Recoveries:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.3
0.9
13.8
7.4
7.3
0.2
3.6
1.4
2.8

3.3
1.3
2.4
2.1
4.3
0.4
0.1
2.0
3.2

1.0
0.4
(11.4)
(5.3)
(3.0)
0.2
(3.5)
0.6
0.4

Total domestic recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39.7
7.7

19.1
9.8

(20.6)
2.1

Total recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

47.4

28.9

(18.5)Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

223.8(14.7)

315.2(32.2)

91.4(17.5)

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥649.8¥869.8¥ 220.0

Note:(1) Others include primarily foreign exchange translation.
We recorded a provision for loan losses of ¥567.4 billion in the fiscal year ended March 31, 2009 compared
to a credit for loan losses of ¥57.8 billion in the fiscal year ended March 31, 2008. The provision for loan losses
was due mainly to declines in the financial condition of domestic SMEs and middle-market corporations, theeffect of the collapse of Lehman Brothers on our exposures to related entities and the weakening credit status ofoverseas loans reflecting the global economic downturn, as well as increased estimated loss rates related tonormal obligors.
100Charge-offs increased by ¥72.9 billion from the previous fiscal year to ¥344.1 billion for the fiscal year
ended March 31, 2009. Charge-offs of domestic loans increased by ¥26.6 billion compared to the previous fiscal
year to ¥287.0 billion in the fiscal year ended March 31, 2009, reflecting the severe business environment andeconomic condition surrounding domestic companies, especially in real estate. The increase was offset in part bya decrease in services as a sale of a loan to a large borrower in this industry was recorded in the previous fiscal
year. Charge-offs of foreign loans increased by ¥46.3 billion compared to the previous fiscal year to ¥57.1 billion
in the fiscal year ended March 31, 2009.
Recoveries decreased by ¥18.5 billion from the previous fiscal year to ¥28.9 billion in the fiscal year ended
March 31, 2009, reflecting a decrease in recoveries with respect to domestic loans offset in part by an increase
with respect to foreign loans.
Investments
The majority of our investments are available-for-sale securities, which at March 31, 2008 and 2009 were as
follows:
As of March 31,
2008

Amortized
cost

Fair
value

Available-for-sale securities:
Debt securities . . . . . . . . . . ¥29,844.2 ¥29,859.1
Japanese government
bonds . . . . . . . . . . . . . . 16,216.1 16,212.4
Other than Japanese
government bonds . . . . 13,628.1 13,646.7
Equity securities(marketable) . . . . . . . . . .
2,619.5
4,512.5
Total . . . . . . . . . . . . . . . . ¥32,463.7 ¥34,371.6

2009
Increase (decrease)
Net
Net
Net
unrealized
unrealized
unrealized
gains
Amortized
Fair
gains
Amortized
Fair
gains
(losses)cost
value(losses)cost
value(losses)(in billions of yen)¥

14.9

¥24,710.7 ¥24,684.6(3.7)

18,450.3

18,458.1

7.8

2,234.2

2,245.7

11.5

18.6

6,260.4

6,226.5(33.9)(7,367.7)(7,420.2)(52.5)

2,237.3

2,870.1

632.8(382.2)(1,642.4)(1,260.2)¥26,948.0 ¥27,554.7¥606.7

1,893.0¥1,907.9¥ (26.1)¥(5,133.5) ¥(5,174.5) ¥(41.0)¥(5,515.7) ¥(6,816.9) ¥(1,301.2)

Available-for-sale securities decreased by ¥6,816.9 billion from the end of the previous fiscal year to¥27,554.7 billion at March 31, 2009. This decrease was a result of a decrease in debt securities other thanJapanese government bonds, primarily foreign government bonds, as foreign currency denominatedavailable-for-sale securities were reclassified as trading securities following the adoption of SFAS No. 159. Seenote 28 to our consolidated financial statements included elsewhere in this annual report for details of such
adoption. The decrease was offset in part by an increase in Japanese government bonds to take advantage of theirsafety and liquidity during the turmoil in the global financial markets. Equity securities decreased by ¥1,642.4
billion from March 31, 2008 to ¥2,870.1 billion at March 31, 2009 due mainly to the decline in Japanese stock
prices as of March 31, 2009 compared to March 31, 2008. See note 4 to our consolidated financial statements
included elsewhere in this annual report for details of other investments included within investments.
Cash and Due from Banks
Cash and due from banks increased by ¥647.1 billion from the end of the previous fiscal year to ¥2,732.9
billion at March 31, 2009. The increase was due to net cash provided by operating activities of ¥3,497.4 billion
and net cash provided by financing activities of ¥446.5 billion being offset in part by net cash used in investing
activities of ¥3,266.4 billion.

101

Liabilities
The following table shows our liabilities as of March 31, 2008 and 2009:
As of March 31,
2008
2009

Increase(decrease)(in billions of yen)

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 86,429.1
Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,159.4
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,119.9
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,693.7
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,511.0
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . .
7,095.1
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
561.0
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,812.8
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,120.4
Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62.3
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28.8
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.2
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
294.2
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,618.9
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,231.8
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥147,749.6¥ 87,075.7 ¥ 646.6
2,300.5(858.9)986.1(133.8)6,449.8(243.9)9,183.4(2,327.6)
4,302.8(2,792.3)
315.8(245.2)
8,399.6
3,586.8
21,507.5
7,387.1
54.2
(8.1)
22.2
(6.6)
7.4
(3.8)
216.2
(78.0)
8,017.8398.9
5,206.9
975.1¥154,045.9 ¥ 6,296.3

Total liabilities increased by ¥6,296.3 billion from the end of the previous fiscal year to ¥154,045.9 billion
at March 31, 2009. This increase was due primarily to an increase of ¥7,387.1 billion in trading accountliabilities, primarily interest rate-related derivative contracts, offset in part by a decrease of ¥2,156.0 billion in
short-term borrowings. Short-term borrowings include due to trust accounts, call money and funds purchased,payables under repurchase agreements, payables under securities lending transactions, commercial paper andother short-term borrowings.
Deposits
The following table shows a breakdown of our deposits as of March 31, 2008 and 2009:
As of March 31,
Increase2008
2009(decrease)(in billions of yen)Domestic:
Non-interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total domestic deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Non-interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥10,846.5
66,329.6
77,176.1¥11,843.4
67,114.6
78,958.0

¥

996.9
785.0
1,781.9412.9
8,840.1
9,253.0¥86,429.1

470.8
7,646.9
8,117.7¥87,075.7

57.9(1,193.2)(1,135.3)¥ 646.6

Deposits increased by ¥646.6 billion from the end of the previous fiscal year to ¥87,075.7 billion atMarch 31, 2009. Domestic deposits increased by ¥1,781.9 billion from March 31, 2008 to ¥78,958.0 billion atMarch 31, 2009. Non-interest-bearing deposits, mainly from Japanese companies, increased by ¥996.9 billion as
corporations secured fiscal-year-end funding and interest-bearing deposits increased, mainly from individuals, by102

¥785.0 billion while investment products such as investment trusts declined. Foreign deposits decreased by¥1,135.3 billion from the end of the previous fiscal year to ¥8,117.7 billion due mainly to a decrease in interestbearing deposits affected by the severe market conditions overseas.
Debentures
Debentures decreased by ¥858.9 billion from the end of the previous fiscal year to ¥2,300.5 billion atMarch 31, 2009. In Japan, certain banks are entitled to issue discount and coupon debentures in the domestic
market under applicable banking laws. Mizuho Corporate Bank and Mizuho Bank benefit from such entitlement
originally held by The Industrial Bank of Japan, one of our predecessor banks. While the two bank subsidiaries
have this entitlement through March 2012, we have been reducing our reliance on debentures in recent years andare shifting to other sources of financing, including mainly bonds. See “—Liquidity.”
Short-term Borrowings
The following table shows a breakdown of our short-term borrowings as of March 31, 2008 and 2009:
As of March 31,
2008
Domestic Foreign
Due to trust accounts . . . . . . . . . . . . . . . ¥ 1,119.9 ¥—Call money and funds purchased, andpayables under repurchaseagreements and securities lendingtransactions . . . . . . . . . . . . . . . . . . . . . 14,701.8 10,598.1
Commercial paper . . . . . . . . . . . . . . . . .
294.0
267.0
Other short-term borrowings . . . . . . . . .
4,413.9
398.8

2009
Increase (decrease)
Domestic Foreign
Total Domestic Foreign
Total(in billions of yen)
¥ 1,119.9 ¥ 986.1 ¥— ¥ 986.1 ¥ (133.8) ¥— ¥ (133.8)
Total

25,299.9561.0
4,812.7

12,591.9
161.2
7,907.9

7,344.1
154.7
491.7

19,936.0
315.9
8,399.6(2,109.9) (3,254.0) (5,363.9)(132.8)(112.3)(245.1)
3,494.0
92.9 3,586.9

Total short-term borrowings . . . . . . . . . ¥20,529.6 ¥11,263.9 ¥31,793.5 ¥21,647.1 ¥7,990.5 ¥29,637.6 ¥ 1,117.5 ¥(3,273.4) ¥(2,155.9)

Short-term borrowings decreased by ¥2,155.9 billion from the end of the previous fiscal year to ¥29,637.6
billion at March 31, 2009. Foreign short-term borrowings decreased by ¥3,273.4 billion due mainly to a decreasein payables under repurchase agreements. Domestic short-term borrowings increased by ¥1,117.5 billion as ourbanking subsidiaries increased short-term borrowings.
Shareholders’ Equity
The following table shows a breakdown of shareholders’ equity as of March 31, 2008 and 2009:
As of March 31,
2008
2009

Increase(decrease)(in billions of yen)Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income, net of tax . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥980.4 ¥ 948.6 ¥ (31.8)
3,437.4
3,386.8(50.6)(2,066.6) (3,293.7) (1,227.1)
920.1(189.5) (1,109.6)
(2.5)
(6.2)
(3.7)

¥ 3,268.8

¥

846.0

¥(2,422.8)

Shareholders’ equity decreased by ¥2,422.8 billion from the end of the previous fiscal year to ¥846.0 billion.
Preferred stock decreased by ¥31.8 billion from the end of the previous fiscal year to ¥948.6 billion at March 31,
2009 as a result of the cancellation of preferred stock that were converted to common stock after commencementof the conversion period on July 1, 2008.
103

Common stock decreased by ¥50.6 billion from the end of the previous fiscal year to ¥3,386.8 billion atMarch 31, 2009 as a result of the cancellation of common stock repurchased during the fiscal year. See“—Overview—Capital Improvements.” The decrease was offset in part by issuance of common stock as a resultof conversions of preferred stock.
Accumulated deficit increased by ¥1,227.1 billion from the end of the previous fiscal year to ¥3,293.7
billion. This increase was due primarily to the net loss of ¥1,058.4 billion for the fiscal year ended March 31,
2009 and dividend payments of ¥133.9 billion.
Accumulated other comprehensive income, net of tax, decreased by ¥1,109.6 billion from the end of theprevious fiscal year to ¥(189.5) billion at March 31, 2009 due primarily to a decrease in unrealized net gains onavailable-for-sale securities of ¥737.2 billion and an increase in pension liability adjustments of ¥259.7 billion.
Treasury stock increased by ¥3.7 billion from ¥2.5 billion at the end of the previous fiscal year to ¥6.2
billion at March 31, 2009 due primarily to the common stock repurchased but not cancelled as they wereassigned for the exercise of Stock Compensation-type Stock Options (Stock Acquisition Rights) for our directors
and executive officers.
Liquidity
We continuously endeavor to enhance the management of our liquidity profile and strengthen our capitalbase to meet our customers’ loan requirements and deposit withdrawals and respond to unforeseen situations
such as adverse movements in stock, foreign currency, interest rate and other markets or changes in generaldomestic or international conditions.
Deposits and the issuance of debentures, based on our broad customer base and brand recognition in Japan,
have been our primary sources of liquidity. Our total deposits and debentures decreased by ¥212.3 billion, or
0.2%, from the end of the previous fiscal year to ¥89,376.2 billion as of March 31, 2009. As shown in thefollowing table, our average balance of deposits and debentures combined for the fiscal year ended March 31,
2009 exceeded our average balance of loans for the same period by ¥17,018.7 billion. We invested the excess
portion primarily in marketable securities and other high liquidity assets.
Average balance for the fiscal year ended March 31, 2009
(in billions of yen)

Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥70,056.7

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . .
Debentures . . . . . . . . . . . . . . . . . . . . . . . .

¥84,320.6
2,754.8

We will no longer be able to issue debentures beginning April 2012 due to applicable regulations. Mizuho
Corporate Bank ceased issuing debentures to institutional investors in April 2006 and started to issue senior
straight bonds each quarter. We also ceased all new issuances of debentures by Mizuho Bank through its retailbranch network in March 2007. As a result, we believe the balance of our debentures will decrease significantly
going forward.

104

Secondary sources of liquidity include short-term borrowings such as call money and funds purchased andcommercial paper. We also issue long-term debt, including both senior and subordinated debt, as additionalsources for liquidity. We utilize short-term borrowings to diversify our funding sources and to manage ourfunding costs. We raise subordinated long-term debt mainly for purposes of enhancing our capital adequacy
ratios. We believe we are able to access such sources of liquidity on a stable and flexible basis based on ourcurrent credit ratings. The following table shows credit ratings assigned to our principal banking subsidiaries by
S&P and Moody’s as of July 31, 2009:
As of July 31, 2009
S&P

Mizuho Corporate Bank . . . . . . . . . . . . . .
Mizuho Bank . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust & Banking . . . . . . . . . . . . .

Moody’s

Long-term

Short-term

Fundamental
strength

A+
A+
A+

A-1
A-1
A-1

B
B
B

Long-term

Short-term

Financialstrength

Aa3
Aa3
Aa3

P-1
P-1
P-1

D+
D+
D+

We source our funding in foreign currencies primarily from foreign governments, financial institutions andinstitutional investors, through short-term and long-term financing, under terms and pricing commensurate withour credit ratings above. In the event of future declines in our credit quality or that of Japan in general, we expect
to be able to purchase foreign currencies in sufficient amounts using the yen funds raised through our domestic
customer base. As further measures to support our foreign currency liquidity, we hold foreign debt securities,
maintain credit lines and swap facilities denominated in foreign currencies and pledge collateral to the U.S.
Federal Reserve Bank to support future credit extensions.
We maintain management and control systems to support our ability to access liquidity on a stable and costeffective basis. For a description of our management of liquidity risk, see “Item 11. Quantitative and Qualitative
Disclosures about Market Risk—Market and Liquidity Risk Management.”
Capital Adequacy
All yen figures and percentages in this subsection are truncated. Accordingly, the total of each column offigures may not be equal to the total of the individual items.
Regulatory Capital Requirements
Mizuho Financial Group and its principal banking subsidiaries are subject to regulatory capital requirements
administered by the FSA in accordance with the provisions of the Banking Law and related regulations. Failure
to meet minimum capital requirements may initiate certain mandatory actions by regulators that, if undertaken,
could have a direct material effect on our consolidated financial statements.
The capital adequacy guidelines applicable to Japanese banks and bank holding companies withinternational operations supervised by the FSA closely follow the risk-adjusted approach proposed by the Bankfor International Settlements (“BIS”) and are intended to further strengthen the soundness and stability ofJapanese banks. Effective March 31, 2007, new guidelines were implemented by the FSA to comply with the
new capital adequacy requirements set by BIS called Basel II. The framework of Basel II is based on thefollowing three pillars: minimum capital requirements; supervisory review; and market discipline.
Under the first pillar, the capital ratio is calculated by dividing regulatory capital by risk-weighted assets.
With respect to the calculation of risk-weighted assets, Mizuho Financial Group adopted the advanced internalratings-based approach (“AIRB approach”) instead of the foundation internal ratings-based approach (“FIRB
approach”) in the fiscal year ended March 31, 2009. Under the AIRB approach, balance sheet assets andoff-balance sheet exposures, calculated under Japanese GAAP, are assessed in terms of credit risk according torisk components such as the probability of default and loss given default, which are derived from our own
105internal credit experience. Under the FIRB approach, only the probability of default was derived by our own
internal credit experience. In addition to credit risk, banks are required to measure and apply capital charges withrespect to their market risks. Market risk is defined as the risk of losses in on- and off-balance-sheet positions
arising from movements in market prices. Operational risk, which was introduced under Basel II with respect toregulatory capital requirements, is the risk of loss resulting from inadequate or failed internal processes, people
and systems or from external events. Mizuho Financial Group selected the standardized approach for the
calculation of operational risk capital charge, which calculates operational risk by dividing its activities into eightbusiness lines and multiplying gross income of each of those business lines by the applicable factor assigned toeach of the business lines.
With regard to risk-based capital, these guidelines are consistent with the original BIS framework, orBasel I, in requiring a target minimum standard capital adequacy ratio of 8%, at least half of which must consistof Tier 1 capital, on both a consolidated and non-consolidated basis for banks with international operations, suchas Mizuho Corporate Bank and Mizuho Trust & Banking, or on a consolidated basis for bank holding companies
with international operations, such as Mizuho Financial Group.
Risk-based capital, calculated from financial statements prepared under Japanese GAAP, is classified into
the following three tiers: Tier 1 capital; Tier 2 capital; and Tier 3 capital. Tier 1 capital generally consists ofshareholders’ equity less any recorded goodwill, unrealized losses on other securities (net of taxes) (if any),
consolidation adjustment accounts and others. Tier 2 capital generally consists of the following components:•

general reserve for possible losses on loans, equaling the sum of (i) the excess of the amount of qualified
reserves over the amount of expected losses and (ii) the amount of general reserves calculated based on
the standardized approach;•

45% of each of the unrealized gains on valuation of certain securities classified as “other securities”
under Japanese GAAP, if any, and the unrealized appreciation in the value of land;•

the balance of subordinated perpetual debt; and•the balance of subordinated term debt with an original maturity of over five years and preferred termshares up to 50% of Tier 1 capital.

Tier 2 capital may be included in a bank’s risk-based capital up to the amount equivalent to Tier 1 capital,
less Tier 3 capital if market risk is taken into account in the capital adequacy ratio calculation. Tier 3 capitalconsists of the balance of subordinated term debt with original maturity of at least two years. Tier 3 capital may
be included in total risk-based capital subject to certain conditions, depending on the measure for market risk
equivalent and the amount of Tier 1 capital.
Japanese banks are also required to comply with the supervisory review process (second pillar) anddisclosure requirements for market discipline (third pillar). Under the second pillar, banks are required tomaintain adequate capital to support all of the major risks in their business and are encouraged to develop anduse better risk management techniques in monitoring and managing such risks. Under the third pillar, banks are
required to enhance disclosure, including disclosure of details of the capital adequacy ratio, the amount of eachtype of risk and the method of calculation used so that the market may make more effective evaluations.
Japanese banks with only domestic operations, such as Mizuho Bank, are subject to Japanese capital
adequacy requirements that are similar to those discussed above, except that domestic banks are required tomaintain a minimum capital adequacy ratio of 4%, at least half of which must consist of Tier 1 capital, on both aconsolidated and non-consolidated basis.
In December 2008, the FSA implemented special temporary measures, applicable through March 2012,
which (i) allow Japanese banks and bank holding companies with international operations to elect not to add
unrealized gains on valuation of bonds with a zero risk weighting to Tier 2 capital and not to deduct unrealized106

losses on valuation of bonds with a zero risk weighting from Tier 1 capital, and (ii) require Japanese banks andbank holding companies with only domestic operations not to deduct unrealized losses on valuation of “othersecurities” under Japanese GAAP (including equity securities) from Tier 1 capital. The Japanese capital
adequacy requirements applicable to Japanese banks and bank holding companies with only domestic operations
do not allow unrealized gains on “other securities” to be added to Tier 2 capital before or after this special
temporary measures.
If the capital adequacy ratio of a financial institution falls below the required level, the FSA may, depending
upon the extent of capital deterioration, take certain corrective action, including requiring the financial institution
to submit an improvement plan to strengthen its capital base, reduce its total assets, restrict its business
operations or other actions that could have a material effect on its financial statements.
Consolidated Capital Adequacy Ratios
Our capital adequacy ratios as of March 31, 2008 and 2009 calculated in accordance with Japanese GAAP
and guidelines established by the FSA are as set forth in the following table:
As of March 31,
Increase2008
2009(decrease)(in billions of yen, except percentages)

Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 4,880.1
Tier 2 capital included as qualifying capital . . . . . . . . . . . . . . . . . . . . . . . .
3,221.8
Deductions for total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(393.6)¥ 3,766.3
2,793.8(333.2)¥(1,113.8)(427.9)60.4

Total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 7,708.3¥ 6,226.9¥(1,481.3)

Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required Tier 1 ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥65,872.8¥58,983.9¥(6,888.9)
7.40%
6.38%
(1.02)%
4.00
4.00
—
11.70
10.55
(1.15)
8.00
8.00—

Our capital adequacy ratio as of March 31, 2009 was 10.55%, a decline of 1.15% compared to March 31,
2008. Our Tier 1 capital ratio as of March 31, 2009 was 6.38%, a decline of 1.02% compared to March 31, 2008.
The declines were due mainly to the decrease in retained earnings as a result of the net loss of ¥588.8 billion andthe increase in unrealized losses on other securities (net of taxes) of ¥516.0 billion offset in part by the decreasein risk-weighted assets due mainly to the introduction of the AIRB approach associated with credit risk. We
believe that we were in compliance with all capital adequacy requirements to which we were subject as ofMarch 31, 2009.

107

Capital
The following table shows a breakdown of our total risk-based capital as of March 31, 2008 and 2009:
As of March 31,
Increase2008
2009(decrease)(in billions of yen)

Tier 1 capital:
Common stock and preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized losses on other securities (net of taxes) . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 2 capital:
45% of unrealized gains on other securities . . . . . . . . . . . . . . . . . . . . . . . .
45% of revaluation reserve for land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General reserve for possible losses on loans, etc. . . . . . . . . . . . . . . . . . . . .
Debt capital, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Tier 2 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 2 capital included as qualifying capital . . . . . . . . . . . . . . . . . . . .
Deductions for total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥1,540.9 ¥1,540.9 ¥
—
411.0
411.3
0.2
1,475.7
607.9(867.8)
1,733.4
2,036.8
303.4
(2.5)
(6.2)
(3.7)
(133.8)(131.0)2.8—(516.0)(516.0)(78.3)(114.7)(36.3)(66.2)(62.6)
3.6
4,880.1
3,766.3(1,113.8)
289.7—(289.7)
113.6
112.8
(0.7)
7.9
7.9
0.0
2,810.4
2,759.0(51.3)
3,221.8
2,879.9(341.9)3,221.8
2,793.8(427.9)(393.6)(333.2)
60.4¥7,708.3 ¥6,226.9 ¥(1,481.3)

Our Tier 1 capital decreased by ¥1,113.8 billion from March 31, 2008 to ¥3,766.3 billion as of March 31,
2009. This decrease was due mainly to the decrease in retained earnings as a result of a net loss of ¥588.8 billion
and an increase in unrealized losses on other securities (net of taxes). These effects were offset in part byincreases in non-dilutive preferred securities issued by overseas special purpose companies described below.
Minority interest in consolidated subsidiaries included within our Tier 1 capital includes non-dilutive
preferred securities issued by our overseas special purpose companies to investors. As of March 31, 2009, theamount of minority interest in consolidated subsidiaries within our Tier 1 capital that was attributable to suchnon-dilutive preferred securities was ¥1,886.8 billion. Although such non-dilutive preferred securities areperpetual in term, they are redeemable at our option, subject to prior approval from regulatory authorities, on,
and on specified dates after, the relevant initial optional redemption date. The following table shows the initial
optional redemption dates for the non-dilutive preferred securities included within our Tier 1 capital as ofMarch 31, 2009 and the total amount of non-dilutive preferred securities with each such initial optional
redemption date. The non-dilutive preferred securities are denominated in yen, unless otherwise noted.
Amount ofnon-dilutive
preferred securities
included within
Tier 1 capital(in billions of yen)

Initial optional redemption dateJune 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108¥176.0(1)64.9(2)171.0
83.5(3)355.0
458.9(4)
274.5
303.0

Notes:
(1)
(2)
(3)
(4)
(5)

In June 2009, we redeemed all ¥176.0 billion of such non-dilutive preferred securities.
Denominated in euros (€500.0 million).
Denominated in dollars ($850.0 million).
Denominated in yen (¥400.0 billion) and dollars ($600.0 million).
In June 2009, we issued non-dilutive preferred securities of ¥139.5 billion through an overseas special
purpose company with an initial optional redemption date in June 2014.

The following table shows the outstanding balances of preferred stock and non-dilutive preferred securities
included in our Tier 1 capital as of the dates indicated:
2005

Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-dilutive preferred securities . . . . . . . . . . . . . . . .
Percentage within Tier 1 capital(4) . . . . . . . . . . . . . . .

As of March 31,
2006
2007
2008
(in billions of yen, except percentages)

2009¥2,446.8(1) ¥1,580.4(1) ¥ 980.4¥ 980.4¥ 948.6(2)(3)927.9
1,095.7
1,504.9
1,539.7
1,886.8
80.8%
58.7%
50.3%
51.6%
75.2%

Notes:(1) Preferred stock as of March 31, 2005 and 2006 includes public funds, or preferred stock we issued to the
Resolution and Collection Corporation, in the amount of ¥1,466.4 billion and ¥600.0 billion, respectively.
We completed repayment of all public funds in July 2006.
(2) Excludes treasury stock.
(3) During the period from April 1, 2009 to July 31, 2009, holders of our eleventh series class XI preferredstock converted 265,647,000 shares (or ¥265.6 billion) by requesting us to acquire the preferred stock andissue common stock to them.
(4) Tier 1 capital on a Basel I basis was used for March 31, 2005 and 2006 figures, and that on a Basel II basis
was used for March 31, 2007, 2008 and 2009 figures.
Our Tier 2 capital included as qualifying capital as of March 31, 2009 was ¥2,793.8 billion, a decrease of¥427.9 billion compared to March 31, 2008. The decrease was due mainly to the decreases in unrealized gains onother securities and debt capital.
As a result of the above, together with deductions of ¥333.2 billion, total risk-based capital as ofMarch 31, 2009 was ¥6,226.9 billion, a decrease of ¥1,481.3 billion compared to March 31, 2008.

109

Prime Capital
Alongside the regulatory capital requirements supervised by the FSA, we calculate and monitor“prime capital” as our important management indicator. Prime capital represents capital items with a stronger
ability to absorb losses. Prime capital is calculated as Tier 1 capital less preferred securities less preferred stock(excluding mandatory convertible preferred stock), and prime capital ratio is the ratio of prime capital against
risk-weighted assets. We aim to maintain our prime capital at a level of more than half of our Tier 1 capital.
The following table shows a breakdown of our capital items as of March 31, 2008 and 2009:
As of March 31,
2008
2009
(in billions of yen, except percentages)

Tier 1 capital (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock (ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mandatory convertible preferred stock (iii) . . . . . . . . . . . . . . . . . . . . . . . .
Preferred securities (iv) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prime capital (i) - (ii) + (iii) - (iv) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prime capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 4,880.1
980.4
943.7
1,539.7
3,303.7
65,872.8
7.40%
5.01%

¥ 3,766.3
948.6
911.9
1,886.8
1,842.7
58,983.9
6.38%
3.12%

Risk-weighted Assets
The following table shows a breakdown of our risk-weighted assets as of March 31, 2008 and 2009:
As of March 31,
Increase2008
2009(decrease)(in billions of yen)

Risk-weighted assets:
On-balance-sheet items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Off-balance-sheet items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥48,988.0
11,195.8¥43,561.6
10,597.7¥(5,426.4)(598.0)Credit risk assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market risk equivalent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operational risk equivalent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted floor amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

60,183.8
2,052.9
3,636.0—

54,159.3
1,342.1
3,482.3—(6,024.5)(710.7)(153.6)—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥65,872.8¥58,983.9¥(6,888.9)

Risk-weighted assets as of March 31, 2009 were ¥58,983.9 billion, representing a decrease of ¥6,888.9
billion compared to March 31, 2008. Credit risk assets decreased by ¥6,024.5 billion to ¥54,159.3 billion due
mainly to the effect of the migration from the FIRB approach to the AIRB approach, which was responsible foran approximately ¥7 trillion decrease. Market risk equivalent assets decreased by ¥710.7 billion to ¥1,342.1
billion due mainly to a decrease in trading position of Mizuho Securities. Operational risk equivalent assets
decreased by ¥153.6 billion to ¥3,482.3 billion.

110

The following table shows required capital by portfolio classification as of March 31, 2009:
Fiscal year ended March 31, 2009
ExposureRequiredat default
capital(1)(in billions of yen)

Credit risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Internal ratings-based approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate (except specialized lending) . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate (specialized lending) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Qualifying revolving loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Probability of default/Loss given default approach . . . . . . . . . . . . .
Market-based approach (simple risk weight method) . . . . . . . . . . .
Market-based approach (internal models approach) . . . . . . . . . . . .
Transitional measure applied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regarded-method exposure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Standardized approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sovereign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Residential mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Standardized approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equities risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Option transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Internal models approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operational risk (standardized approach) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total required capital(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥155,516.2
146,715.4
55,192.8
2,968.4
54,333.3
6,561.6
13,144.5
10,555.5336.7
2,252.2
3,538.9
817.4
332.0
—
2,389.5882.1
2,071.3
5,645.3
2,376.7
8,800.8
3,510.6
2,290.7
2,405.6
0.0
37.1
556.5
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.

¥5,907.0
5,602.1
3,437.5
314.3
64.0
188.6
552.4
366.0
29.9
156.4
425.5
133.5
89.4
—
202.6
246.7
102.0
80.4
190.3
304.8
2.1
41.0
182.0
0.0
35.9
43.6
107.3
64.1
53.3
1.8
1.7
7.1
—
43.2
278.5
4,718.7

Notes:(1) For credit risk, required capital is the sum of (i) 8% of credit risk-weighted assets, (ii) expected losses and(iii) deductions from capital. For market risk, required capital is the market risk equivalent amount. For
operational risk, required capital is the operational risk equivalent amount.
(2) Total required capital (consolidated) is equal to 8% of the denominator used for purposes of calculating
capital adequacy ratios.

111

Principal Banking Subsidiaries
Capital adequacy ratios of our principal banking subsidiaries, on a consolidated basis, as of March 31, 2008
and 2009, calculated in accordance with Japanese GAAP and guidelines established by the FSA, were as set forthin the following table:
As of March 31,

Mizuho Corporate Bank
BIS standard:
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Bank(1)Domestic standard:
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BIS standard:
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mizuho Trust & Banking
BIS standard:
Tier 1 capital ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital adequacy ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2008

2009

Increase(decrease)

8.48%
12.17

8.48%
11.89

— %
(0.28)

7.28
11.97

6.66
11.78

(0.62)(0.19)

7.22
11.87

5.82
10.56

(1.40)(1.31)

10.16
15.87

8.21
13.39

(1.95)(2.48)

Note:(1) BIS standards apply only to banks with international operations. Because Mizuho Bank does not operate
overseas, it is subject solely to domestic capital adequacy requirements. As such, information based on the
BIS standards is included for reference purpose only.
We believe each of our principal banking subsidiaries was in compliance with all capital adequacy
requirements to which it was subject as of March 31, 2009.
Our securities subsidiaries in Japan are also subject to the capital adequacy rules of the FSA under the
Financial Instruments and Exchange Law. These rules require securities firms to maintain a minimum capital
adequacy ratio of 120% calculated as a percentage of capital accounts less certain assets, as determined inaccordance with Japanese GAAP, against amounts equivalent to market, counterparty and basic risks. Specificguidelines are issued as a ministerial ordinance that details the definition of essential components of the capitalratios, including capital, disallowed assets and risks, and related measures. Failure to maintain a minimum capitalratio will trigger mandatory regulatory actions. A capital ratio of less than 140% will call for regulatory
reporting, and a capital ratio of 100% or less may lead to a temporary suspension of all or part of the business
operations and cancellation of the license to act as a securities broker and dealer. We believe, as of March 31,
2009, that our securities subsidiaries in Japan are in compliance with all capital adequacy requirements to which
they are subject.

112Off-balance-sheet Arrangements
We engage in various types of off-balance-sheet arrangements in the ordinary course of our business to meetthe financing needs of our customers. These arrangements include various guarantees and commitments. The
following tables show the contractual or notional amounts of our guarantees and undrawn commitments as ofMarch 31, 2008 and 2009:
As of March 31,
Increase2008
2009(decrease)(in billions of yen)

Guarantees:
Performance guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,899.8
Guarantees on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,070.8
Guarantees on securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.6Other guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,157.4
Guarantees for the repayment of trust principal . . . . . . . . . . . . . . . . . .
995.3
Liabilities of trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,131.7
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95,697.4¥ 1,681.6
859.8
20.2
991.7
931.8
6,941.9
58,569.1¥(218.2)(211.0)13.6(165.7)(63.5)(1,189.8)(37,128.3)

As of March 31,
2008
2009
(Decrease)(in billions of yen)

Commitments(1):Commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥48,820.2
537.0¥47,900.0
332.3¥

Total commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥49,357.2¥48,232.3¥ (1,124.9)(920.2)(204.7)Note:(1) Certain amounts in the prior period have been reclassified to conform to the current period’s presentation.
See note 24 to our consolidated financial statements included elsewhere in this annual report for a
description of the nature of the various types of guarantees and commitments.
The contractual or notional amounts of these instruments generally represent the maximum potential
amounts of future payments without consideration of possible recoveries under recourse provisions or fromcollateral held. For example, the amount under commitments to extend credit does not necessarily equal theimpact that such commitment will have on our future cash flow, because many of these commitments expire
without our making actual credit extensions up to the full commitment amount or at all. Also, many of theagreements related to the commitments to extend credit include terms that allow us to refuse, or reduce theamount of, credit extensions based on changes in the financial environment, declines in the obligor’s credit
quality and other reasons. Finally, we receive collateral such as real estate and securities at the time of contract as
we deem necessary, and we regularly review the credit quality of the customer based on internal guidelines andrevise the terms of the contract as we deem necessary to manage credit risk.
Some of our off-balance-sheet arrangements are related to activities of special purpose entities, most ofwhich are variable interest entities, including those that do not meet the consolidation requirements under
Financial Accounting Standards Board Interpretation No. 46 (revised December 2003) “Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51” (“FIN No. 46R”). These off-balance-sheet
arrangements include the types of transactions discussed below.

113

Asset-backed Commercial Paper/Loan Programs
We manage several asset-backed commercial paper/loan programs that provide our clients’ off-balancesheet and cost-effective financing. The variable interest entities used in the programs purchase assets, primarily
receivables, from clients participating in the programs and provide liquidity through the issuance of commercial
paper or borrowings from us backed by the assets. While customers normally continue to service the transferred
receivables, we underwrite, distribute and make a market in commercial paper issued by the variable interest
entities. We typically provide program-wide liquidity and credit support facilities and, in some instances,financing to the variable interest entities. We determined that we absorb a majority of expected losses or
expected residual returns through the facilities and, therefore, consolidated this type of variable interest entities.
Asset-backed Securitizations
We act as an arranger of various types of structured finance to meet clients’ various off-balance-sheet
financing needs. In substantially all of these structured financing transactions, the transfer of the asset by theclient is structured to be bankruptcy remote by use of a bankruptcy remote entity, which is deemed to be avariable interest entity because its equity holder does not have decision-making rights. We receive fees forstructuring and/or distributing the securities sold to investors. In some cases, we ourselves purchase the securities
issued by the entities and/or provide loans to the variable interest entities.
In addition, from time to time we establish single-issue and multi-issue special purpose entities that issue
collateralized debt obligations or collateralized loan obligations, synthetic collateralized debt obligations orcollateralized loan obligations or other repackaged instruments to meet clients’ and investors’ needs. We also
arrange securitization transactions including commercial mortgage-backed securities and residential mortgagebacked securities mainly in Japan and others. In these transactions, we act as an underwriter, placement agent,asset manager, derivatives counterparty and/or investor for debt and equity instruments.
In certain variable interest entities, where we provide liquidity and credit support facilities, write credit
protection or invest in debt or equity instruments, we determined that we absorb a majority of expected losses or
expected residual returns and, therefore, consolidated the variable interest entities.
Investments in Securitization Products
We invest in, among other things, various types of collateralized debt obligations and collateralized loan
obligations, synthetic collateralized debt obligations and collateralized loan obligations and repackaged
instruments, commercial mortgage-backed securities and residential mortgage-backed securities arranged bythird parties for the purpose of current income or capital appreciations, which all utilize entities that are deemedvariable interest entities.
By design, such investments were investment grade at issuance and held by a diverse group of investors. We
usually take into consideration the seniority and the share of our investments by each tranche to evaluate whether
we are the primary beneficiary. The loss amount of securities and loans is generally limited to the amountinvested because we have no contractual involvement in such variable interest entities beyond our investments.
However, we consolidated some variable interest entities, mostly where the transactions were tailored by thethird party arrangers to meet our needs as a sole investor. General information about such investments inunconsolidated variable interest entities is included in notes 3 and 4 to our consolidated financial statements
included elsewhere in this annual report.
Investment Funds
We invest in various investment funds, including securities investment trusts that invest in equity and debt
securities such as listed Japanese securities and investment grade bonds. Investment advisory companies or fund114

management companies, including our subsidiaries and affiliates, administer and make the investment decisions
with respect to such investment funds. We determined to consolidate certain investment funds where we were theprimary beneficiary as we were holding a majority of share.
Trust Arrangements
We offer a variety of asset management and administration services under trust arrangements, including
security investment trusts, pension trusts and trusts used in the securitization of assets originated by and transferredto third parties. We receive trust fees for providing services as an agent or fiduciary on behalf of beneficiaries.
As a trustee, we are required to exercise due care in the managing and safe-keeping of the assets entrusted.
Because we manage and administer entrusted assets in the capacity of an agent or fiduciary on behalf ofcustomers and are required to segregate trust assets from our proprietary assets, trust accounts are recorded
separately from our general accounts and are not included in our consolidated financial statements.
With respect to guaranteed principal money trust products, we assume certain risks by providing guarantees
for the repayment of principal as required by the trust agreements or relevant Japanese legislation. We manage
entrusted funds primarily through the origination of high-quality loans and other credit-related products,
investing in high-grade marketable securities such as Japanese government bonds and placing cash with our
subsidiary trust banks to maintain liquidity and for cash management purposes. We have determined throughexpected loss calculation that we do not absorb a majority of the expected losses or expected residual returns inconnection with these trust arrangements but had significant variable interests and, therefore, the trust accounts
are not included in our consolidated financial statements but are disclosed in the tables below regarding
significant or sponsored unconsolidated VIEs.
Significant or Sponsored Unconsolidated VIEs
The tables below summarize our involvement in significant or sponsored unconsolidated VIEs as ofMarch 31, 2008 and 2009:
Significant or sponsoredunconsolidated VIEs
Maximum
Total assets
exposure to loss
(in millions of yen)

As of March 31, 2008

Asset-backed commercial paper/loan programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset-backed securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in securitization products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust arrangements and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥—1,642,466—
2,951,984
997,318¥—
73,962—402,626
421,577¥5,591,768¥898,165

Significant or sponsoredunconsolidated VIEs
Maximum
exposure to loss
Total assets

As of March 31, 2009

(in millions of yen)

Asset-backed commercial paper/loan programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset-backed securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in securitization products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust arrangements and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115

¥

—
1,417,645—
2,435,128
933,249¥—
43,908—412,983
452,549¥4,786,022¥909,440

Asset-backed commercial paper/loan programs include multi-seller programs managed by us, under which therelated conduits purchase various types of assets from our clients, consisting mainly of account and note receivables
as well as credit card receivables, auto loans, leases and other receivables. Our involvement with conduits for multiseller programs is generally more significant than other types of conduits in terms of liquidity support and credit
enhancement obligations. All of the conduits for our asset-backed commercial paper/loan programs to which we
provided liquidity support or credit enhancements were consolidated VIEs as of March 31, 2009. See“—Overview—Our Special Purpose Entities—Variable Interest Entities (VIEs)” for more information on our VIEs.
Other Types of Off-balance-sheet Arrangements
See note 26 to our consolidated financial statements included elsewhere in this annual report for further
descriptions of variable interest entities and securitizations.
Tabular Disclosure of Contractual Obligations
In the normal course of business, we enter into contractual obligations that require future cash payments.
The following table sets forth a summary of our contractual cash obligations as of March 31, 2009:
Due from
Due from
Due from
Due from
Due in one one year to two years to three years to four years toyear or less two years
three years
four years
five years(in billions of yen)

Due after
five years

Total

Time deposits . . . . . . . . . . . . ¥31,056.0 ¥1,979.4
Certificates of deposit . . . . . .
9,355.3
4.2
Debentures . . . . . . . . . . . . . . .
859.8
889.7
Long-term debt . . . . . . . . . . .
827.5
479.8
Operating leases . . . . . . . . . .
39.5
33.6

¥1,405.7—
197.8
1,130.9
27.2¥ 235.9—
165.3
1,045.9
23.7¥ 290.9
—
187.9
704.6
20.0

¥ 114.3 ¥35,082.2—
9,359.5—
2,300.5
3,829.1
8,017.8
26.0
170.0

Total . . . . . . . . . . . . . . . . ¥42,138.1 ¥3,386.7¥2,761.6¥1,470.8¥1,203.4¥3,969.4 ¥54,930.0

Recent Accounting Pronouncements
Accounting pronouncements issued but not yet effective
In June 2007, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of
Position (“SOP”) No.07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment
Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment
Companies” (“SOP No.07-1”). SOP No.07-1 provides guidance for determining whether an entity is within thescope of the AICPA Audit and Accounting Guide Investment Companies (“the Guide”). Prior to the issuance of
SOP No.07-1, in May 2007, the FASB issued FSP No.FIN46(R)-7 “Application of FASB Interpretation
No.46(R) to Investment Companies” (“FSP No.FIN46(R)-7”), which addresses the application of FIN No.46R byan entity that accounts for its investments in accordance with the Guide. FSP No.FIN46(R)-7 extends the scope
exception for investment companies in FIN No.46R to unregistered investment companies as defined by SOP
No.07-1. SOP No.07-1 was expected to be effective for fiscal years beginning on or after December 15, 2007,
with earlier application encouraged, and FSP No.FIN46(R)-7 was expected to follow the adoption of SOP
No.07-1. However, in February 2008, the FASB issued FSP No.SOP07-1-1, “Effective Date of AICPA Statementof Position 07-1” (“FSP No.SOP07-1-1”) to delay the effective date of SOP No.07-1 indefinitely in order toaddress implementation issues. The MHFG Group does not expect that the current form of the SOP will have amaterial impact on its consolidated results of operations or financial condition.
In December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS
No.141R”). SFAS No.141R establishes principles and requirements for how the acquirer (1) recognizes andmeasures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrollinginterests in the acquiree, (2) recognizes and measures goodwill acquired in the business combination or a gain froma bargain purchase, and (3) determines what information to disclose to enable users of the financial statements to116

evaluate the nature and financial effects of the business combination. SFAS No.141R applies prospectively tobusiness combinations for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. Early adoption is prohibited. In April 2009, the FASB issued FSP
No.FAS141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies” (“FSP No.FAS141(R)-1”), which provides the guidance for initial recognition andmeasurement of all assets acquired and liabilities assumed in a business combination that arise from contingencies
as well as subsequent measurement and accounting of such assets and liabilities. Relating to the merger transaction
applying SFAS No.141R discussed in note 33 to our consolidated financial statements included elsewhere in thisannual report, the MHFG Group expects to recognize an increase in pretax income of approximately ¥107 billion
during the fiscal year ending March 31, 2010.
In December 2007, the FASB issued SFAS No.160, “Noncontrolling Interests in Consolidated Financial
Statements—an amendment of ARB No.51” (“SFAS No.160”). SFAS No.160 amends Accounting Research
Bulletins No.51, “Consolidated Financial Statements” to establish accounting and reporting standards for thenoncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No.160 requires
expanded disclosures in the consolidated financial statements that clearly identify and distinguish between theinterests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS No.160 iseffective for fiscal years beginning on or after December 15, 2008. Early adoption is prohibited. The MHFG
Group is currently evaluating the potential impact that the adoption of SFAS No.160 will have on its
consolidated results of operations and financial condition.
In February 2008, the FASB issued FSP No.FAS140-3, “Accounting for Transfers of Financial Assets andRepurchase Financing Transactions” (“FSP No.FAS140-3”). FSP No.FAS140-3 provides that if an initial transfer of afinancial asset and a repurchase financing that is entered into contemporaneously with, or in contemplation of, the initialtransfer meet certain conditions, the initial transfer shall be accounted for separately from the repurchase financing.
Otherwise, the initial transfer and repurchase financing should be evaluated as a linked transaction, which shall be
accounted for based on the economics of the combined transactions. FSP No.FAS140-3 is effective for fiscal years
beginning after November 15, 2008. Early adoption is prohibited. The MHFG Group does not expect that the adoptionof FSP No.FAS140-3 will have a material impact on its consolidated results of operations or financial condition.
In March 2008, the FASB issued SFAS No.161, “Disclosures about Derivative Instruments and Hedging
Activities—an amendment of FASB Statement No.133” (“SFAS No.161”). SFAS No.161 requires enhanced
disclosures about derivative instruments and hedged items that are accounted for under SFAS No.133 and its
related interpretations. SFAS No.161 is effective for fiscal years beginning after November 15, 2008, with early
adoption permitted. SFAS No.161 is an accounting principle which expands disclosure requirements, and has no
impact on the MHFG Group’s consolidated results of operations or financial condition.
In June 2008, the EITF reached a consensus on Issue No.07-5, “Determining Whether an Instrument (orEmbedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF Issue No.07-5”). EITF Issue No.07-5 provides
guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to anentity’s own stock. EITF Issue No.07-5 is effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2008. The MHFG Group does not expect that the adoption of EITF Issue No.07-5
will have a material impact on its consolidated results of operations or financial condition.
In November 2008, the EITF reached a consensus on Issue No.08-6, “Equity Method Investment
Accounting Considerations” (“EITF Issue No.08-6”). EITF Issue No.08-6 clarifies the accounting for (1) initial
measurement, (2) decrease in investment value and (3) change in level of ownership or degree of influence
related to equity method investments. EITF Issue No.08-6 is effective for reporting periods beginning after
December 15, 2008. The MHFG Group does not expect that the adoption of EITF Issue No.08-6 will have amaterial impact on its consolidated results of operations or financial condition.
In December 2008, the FASB issued FSP No.FAS132(R)-1, “Employers’ Disclosures about Postretirement
Benefit Plan Assets” (“FSP No.FAS132(R)-1”). FSP No.FAS132(R)-1 requires additional disclosures about plan
assets of a defined benefit pension or other postretirement plan, including investment strategies, fair value of117

major categories of plan assets and valuation techniques used to measure the fair value of plan assets. FSP
No.FAS132(R)-1 is effective for fiscal years ending after December 15, 2009, with early adoption permitted. FSP
No.FAS132(R)-1 is an accounting principle which expands disclosure requirements, and has no impact on the
MHFG Group’s consolidated results of operations or financial condition.
In April 2009, the FASB issued FSP No.FAS107-1 and APB28-1, “Interim Disclosures about Fair Value of
Financial Instruments” (“FSP No.FAS107-1 and APB28-1”). FSP No.FAS107-1 and APB28-1 requires
disclosures about the fair value of financial instruments for interim financial reporting periods of publicly traded
companies as well as in annual financial statements. The FSP also amends Accounting Principles Boards(“APB”) Opinion No.28, “Interim Financial Reporting,” to require those disclosures in summarized financial
information at interim reporting periods. The FSP is effective for interim reporting periods ending after June 15,
2009, with early adoption permitted. The FSP is an accounting principle which expands disclosure requirements,and has no impact on the MHFG Group’s consolidated results of operations or financial condition.
In April 2009, the FASB issued FSP No.FAS157-4, “Determining Fair Value When the Volume and Levelof Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly” (“FSP No.FAS157-4”). FSP No.FAS157-4 provides additional guidance for estimating fair value inaccordance with SFAS No.157, when the volume and level of activity for the asset or liability have significantly
decreased. FSP No.FAS157-4 also includes guidance on identifying circumstances that indicate a transaction is
not orderly. In addition, FSP No.FAS157-4 requires detailed disclosures for debt and equity securities. The FSP
is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted.
The MHFG Group does not expect that the adoption of the FSP will have a material impact on its consolidated
results of operations or financial condition.
In April 2009, the FASB issued FSP No.FAS115-2 and FAS124-2, “Recognition and Presentation of OtherThan-Temporary Impairments” (“FSP No.FAS115-2 and FAS124-2”), which amends the other-than-temporary
impairment model for debt securities. FSP No.FAS115-2 and FAS124-2 requires an entity to recognize the credit
component of an other-than-temporary impairment of a debt security in earnings and the noncredit component inother comprehensive income when the entity does not intend to sell the security and it is more likely than not thatthe entity will not be required to sell the security prior to recovery. In addition, FSP No.FAS115-2 and FAS124-2
expands existing disclosures and requires new disclosures about other-than-temporary impairments. The FSP iseffective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted. The
MHFG Group is currently evaluating the potential impact that the adoption of the FSP will have on its
consolidated results of operations and financial condition.
In May 2009, the FASB issued SFAS No.165, “Subsequent Events” (“SFAS No.165”). SFAS No.165
establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but
before financial statements are issued or are available to be issued. SFAS No.165 is effective for interim or
annual financial periods ending after June 15, 2009. The MHFG Group does not expect that the adoption of
SFAS No.165 will have a material impact on its consolidated results of operations or financial condition.
In June 2009, the FASB announced that the FASB Accounting Standards Codification (“Codification”)
would be officially launched on July 1, 2009. The Codification reorganizes the thousands of U.S. GAAP
pronouncements into roughly 90 accounting topics, and does not change U.S. GAAP.
In June 2009, the FASB issued SFAS No.166, “Accounting for Transfers of Financial Assets—anamendment of FASB Statement No.140” (“SFAS No.166”). SFAS No.166 requires more information abouttransfers of financial assets, including securitization transactions, where enterprises have continuing exposure to
the risks related to the transferred financial assets. SFAS No.166 also eliminates the concept of qualifying SPE
and changes the requirements for derecognizing financial assets. SFAS No.166 is effective as of the beginning ofan enterprise’s first fiscal year that begins after November 15, 2009. Early adoption is prohibited. The MHFG
Group is currently evaluating the potential impact that the adoption of SFAS No.166 will have on its
consolidated results of operations and financial condition.
118

In June 2009, the FASB issued SFAS No.167, “Amendments to FASB Interpretation No.46(R)” (“SFAS
No.167”). SFAS No.167 provides a new guidance how an enterprise determines whether the enterprise’s variableinterests give it a controlling financial interest in VIEs. The determination is based on, among other things, VIE’s
purpose and design, an enterprise’s ability to direct the activities of the VIE that most significantly impact theentity’s economic performance, and if an enterprise has the obligation to absorb losses of or the right to receive
benefits from the VIE that could be significant. SFAS No.167 is effective as of the beginning of an enterprise’s
first fiscal year that begins after November 15, 2009. Early adoption is prohibited. The MHFG Group is currently
evaluating the potential impact that the adoption of SFAS No.167 will have on its consolidated results ofoperations and financial condition.
In June 2009, the FASB issued SFAS No.168, “The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No.162” (“SFAS
No.168”). SFAS No.168 replaces SFAS No.162 and establishes the Codification as the single source ofauthoritative U.S. GAAP recognized by the FASB to be applied in the preparation of financial statements ofnongovernmental entities. SFAS No.168 is effective for interim and annual reporting periods ending after
September 15, 2009. As SFAS No.168 and the Codification do not change U.S. GAAP, the adoption of SFAS
No.168 will have no impact on the MHFG Group’s consolidated results of operations or financial condition.
Reconciliation with Japanese GAAP
Our consolidated financial statements are prepared in accordance with accounting principles and policies assummarized in note 1 to our consolidated financial statements included elsewhere in this annual report. These
principles and policies differ in some respects from Japanese GAAP. Under Japanese banking regulations, we are
required to report our annual financial results using financial statements prepared under Japanese GAAP. In
addition, pursuant to the requirements of the Tokyo Stock Exchange, we prepare quarterly financial statements
which are also under Japanese GAAP. To show the major reconciling items between our U.S. GAAP financial
statements and our Japanese GAAP financial statements, we have provided below, with respect to our mostrecent fiscal year, a reconciliation of consolidated net income and shareholders’ equity under U.S. GAAP withthose amounts under Japanese GAAP.
As of and for the
fiscal year ended
March 31, 2009
Shareholders’equityNet income(in billions of yen)

U.S. GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Differences arising from different accounting for:1. Derivative financial instruments and hedging activities . . . . . . . . . . . . . . . . . . .
2. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4. Allowances for loan losses and off-balance-sheet instruments . . . . . . . . . . . . . .
5. Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6. Real estate sales and leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7. Land revaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8. Business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9. Non-interest-earning deposits made under government-led restructuring
program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10. Pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11. Consolidation of variable interest entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ 846.0¥(1,058.4)

(1.0)
28.7
136.3
137.7
(35.1)
57.2
186.0(14.9)(83.9)(89.8)
3.3
105.7
5.8
(18.2)
(3.0)
1.1

50.5
751.1
59.2
(100.4)
33.6(10.7)(49.6)
75.1
583.7(49.9)

Japanese GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2,134.9¥ (588.8)

119

The following is a summary of the significant adjustments made to consolidated shareholders’ equity andnet income, as shown in the above table, to reconcile the U.S. GAAP results with Japanese GAAP. The
paragraphs below refer to the corresponding items set forth in the table above.
1.

Derivative financial instruments and hedging activities

Under U.S. GAAP, for a derivative to qualify for hedge accounting, it must be highly effective at achieving
offsetting changes in fair values or variable cash flows from the hedged items attributable to the particular risk
being hedged. The hedging relationship must be designated and formally documented at inception. Suchdocumentation must include the particular risk management objective and strategy for the hedge, theidentification of the derivative used as the hedging instrument, the hedged item and the risk exposure being
hedged and the method for assessing the hedge effectiveness. The criteria for designation and measurement ofhedge effectiveness under U.S. GAAP are more rigorous than under Japanese GAAP. As a result, most of theeligible hedge derivatives under Japanese GAAP are accounted for as trading account assets or liabilities under
U.S. GAAP with changes in fair value of the derivatives recognized in earnings.
Requirements for bifurcation of embedded derivatives differ between Japanese GAAP and U.S. GAAP.
Embedded derivatives that are deemed to be clearly and closely related to their host contract are not bifurcatedunder U.S. GAAP, while Japanese GAAP allows an entity to bifurcate embedded derivatives if the entity
manages the risk of the embedded derivatives and host contracts separately. Bifurcated derivatives are recordedon the balance sheet at fair value with changes in fair value recognized in earnings under both Japanese GAAP
and U.S. GAAP.
2.

Investments

The cost basis of certain investments differs between Japanese GAAP and U.S. GAAP primarily due to thefollowing reasons:Certain sales and subsequent repurchases of available-for-sale securities under Japanese GAAP do not meetthe sale accounting criteria under U.S. GAAP. These sales and subsequent repurchases resulted in realized gains
or losses being recognized in earnings under Japanese GAAP. Under U.S. GAAP, these gains or losses arerecognized as unrealized gains or losses within accumulated other comprehensive income, net of tax.
Under U.S. GAAP, declines in the fair value of available-for-sale securities below cost that are deemed tobe “other-than-temporary” are recorded in earnings. Both quantitative and qualitative factors are considered todetermine whether the impairment is “other-than-temporary,” including the duration and extent of the decline,
near-term prospects of the issuer, as well as our ability and intent to hold the investments until an anticipatedmarket price recovery or maturity. Under Japanese GAAP, significant declines in the fair value of securities
below cost that are deemed to be “other-than-temporary” are recorded in earnings unless short term recovery isreasonably expected. A decline in fair value of a security of more than 50% of its cost is a strong indicator of another-than-temporary decline, which requires compelling evidence to prove otherwise. A decline in fair value ofmore than 30% but less than 50% of its cost is an indicator of an other-than-temporary decline in which case theprobability of recovery must be evaluated to determine whether an other-than-temporary decline has occurred.
Generally, if the decline in fair value is less than 30%, it is not considered to be an other-than-temporary decline.
Under U.S. GAAP, the election of the fair value option for financial assets and liabilities is permitted
according to SFAS No. 159, while it is not permitted under Japanese GAAP. As we elected the fair value option
for foreign currency denominated available-for-sale securities under U.S. GAAP on April 1, 2008, thesesecurities were reclassified as trading securities and the entire amount of changes in their fair value are now
recognized in earnings, while under Japanese GAAP, only the changes attributable to movements in foreign
currency exchange rates are recognized in earnings.
Reconciliation amounts for investments in the above table are presented net of taxes.
120

3.

Loans

Under U.S. GAAP, loan origination fees, net of certain direct origination costs, are deferred and recognized
in interest income over the contractual life of the relevant loan using the interest method, while under Japanese
GAAP, fees and costs are recognized in earnings at the time the loan is originated.
In addition, certain loan participations and sales of loans to special purpose vehicles in connection with asset
securitization transactions under Japanese GAAP do not meet sales criteria under U.S. GAAP due to different
applicable criteria, and therefore the relevant loans are recognized on the balance sheet under U.S. GAAP.
4.

Allowances for loan losses and off-balance-sheet instruments

Under both Japanese GAAP and U.S. GAAP, the allowance for loan losses for specifically identified
impaired loans is based on the present value of expected future cash flows discounted at the loan’s initialeffective interest rate or as a practical expedient, the loan’s observable market price or the fair value of thecollateral if the loan is collateral dependent. For certain impaired loans which are aggregated for the purpose ofmeasuring impairment, pools of smaller balance homogeneous loans and other non-homogenous loans that havenot been identified as impaired, the allowance for loan losses is determined based on a formula allowance
utilizing historical loss factors, as adjusted, considering recent trends.
The differences between Japanese GAAP and U.S. GAAP arise from the difference in application of theformula allowance and the scope of the loans that are subject to the individual and portfolio impairment analysis.
In addition to these effects based on differences between Japanese GAAP and U.S. GAAP, provision (credit) forloan losses may differ between Japanese GAAP and U.S. GAAP due to the difference in the timing of accounting
closings between our consolidated financial statements under U.S. GAAP and those under Japanese GAAP.
This reconciling item also includes the differences between U.S. GAAP and Japanese GAAP relating to theallowance for off-balance-sheet instruments. We generally use the same methodology to reserve for losses onthese instruments as we do for loans.
5.

Premises and equipment

Under U.S. GAAP, the fair value of a non-monetary asset acquired in exchange for another non-monetary
asset is generally deemed to be the new cost of the asset acquired in the exchange, and a gain or loss isrecognized on the exchange. Under Japanese GAAP, the cost of the asset surrendered is assigned to the newly
acquired asset in certain types of exchange transactions, resulting in no gains or losses. In addition, the differencein carrying value of assets acquired in a non-monetary exchange results in a difference in the depreciation
schedule between U.S. GAAP and Japanese GAAP.
6.

Real estate sales and leasebacks

Our principal banking subsidiaries entered into sale and leaseback transactions in prior years with respect toland and buildings used as their headquarters. Each sale of such real estate is accounted for as a sale under Japanese
GAAP with profits on the sale recorded in earnings. Under U.S. GAAP, the profits are deferred and amortizedwithin the respective lease periods as the subsidiaries continue to occupy the buildings under operating leases.
7.

Land revaluation

Under Japanese GAAP, we revalued our holdings of land during the fiscal year ended March 31, 1998
pursuant to the Law Concerning Revaluation of Land (Law No. 34 of 1998). The revaluation gains are recorded
directly in equity, and the related deferred tax liabilities are also recognized. Under U.S. GAAP, there is no
applicable provision that allows for the revaluation of land other than for impairments, and accordingly therevaluation gains are reversed.
121

8.

Business combinations

U.S. GAAP and Japanese GAAP differ with regard to accounting for business combinations, primarily inaccounting for goodwill. Under U.S. GAAP, goodwill is not amortized and an impairment loss is recorded to theextent the carrying amount of the goodwill exceeds its estimated fair value at the measurement date. Under
Japanese GAAP, goodwill is amortized over an appropriate period not to exceed 20 years and an impairment loss
is recorded only if the effects of the goodwill are no longer expected.
9.

Non-interest-bearing deposits made under government-led restructuring program

In connection with the government-led restructuring program for seven failed housing loan companies, wemade non-interest bearing deposits of ¥359,017 million in the fiscal year ended March 31, 1997. Under Japanese
GAAP, these deposits are recorded at cost. Under U.S. GAAP, these deposits are discounted to their present value atthe time of deposit, and the discount is subsequently accreted to income over the expected period to maturity.
10.

Pension liabilities

Under Japanese GAAP, we adopted as of April 1, 2000, pension accounting that is based on the actuarial
present value of accrued benefit obligations. The cumulative effect of the accounting change has been amortized
and actuarial gains and losses are deferred and amortized. Under U.S. GAAP, we recalculated the benefit
obligation at April 1, 2004 and accounted for the obligation as if we had adopted the accounting method in
accordance with SFAS No. 87, “Employers’ Accounting for Pensions,” beginning in the fiscal year ended
March 31, 1990, as permitted for a foreign private issuer. The cumulative effect of the accounting change, as wellas actuarial gains and losses since the adoption, had been fully amortized by April 1, 2004.
Under U.S. GAAP, an employer is required to recognize the overfunded or underfunded status of a defined
benefit plan as an asset or liability in its consolidated balance sheets, according to SFAS No.158. Under SFAS
No.158, actuarial gains or losses and prior service costs or benefits that have not yet been recognized throughearnings as net periodic benefit cost are recognized in other comprehensive income, net of tax, until they areamortized as a component of net periodic benefit cost. Under Japanese GAAP, they are not immediately
recognized in the consolidated balance sheets and are instead amortized over a specified number of years. This
results in a difference in the amount of the shareholders’ equity between U.S. GAAP and Japanese GAAP. Seenote 21 to our consolidated financial statements included elsewhere in this annual report for further discussion.
11.

Consolidation of variable interest entities

Under U.S. GAAP, variable interest entities are to be consolidated if we are deemed to be the primary
beneficiary of the variable interest entity. Under Japanese GAAP, consolidation is not based on variable interests.
We consolidate certain variable interest entities, such as entities related to asset backed commercial paper/loan
programs, asset-backed securitizations, investments in securitization products and investment funds. See note 26
to our consolidated financial statements included elsewhere in this annual report for further discussion.
12.

Deferred taxes

Under U.S. GAAP, all available evidence, both positive and negative, must be considered to determine
whether, based on the weight of that evidence, deferred tax assets are realizable or whether a valuation allowanceis needed. Possible sources of taxable income, which are considered to determine whether deferred tax assets are
realizable, include unrealized gains on available-for-sale securities. The sources also include tax planning
strategies that are prudent and feasible. Under Japanese GAAP, the assessment as to whether deferred tax assets
are realizable is primarily based on estimates of future taxable income.
Additionally, differences in the carrying amount of assets and liabilities between U.S. GAAP and Japanese
GAAP create temporary differences that result in differences in deferred tax assets and liabilities.
13.

Other
This adjustment reflects the effects of miscellaneous items that are not individually material.
122

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
Directors and Corporate Auditors
The following table provides information regarding our directors and corporate auditors as of June 30, 2009:

Name(date of birth)

Terunobu Maeda(Jan. 2, 1945)

Current positions andprincipal outside positions

Chairman(since Apr. 2009)

Takashi Tsukamoto President & CEO(Aug. 2, 1950)(since Apr. 2009)(Representative Director)

Business experience

Apr. 1968

Joined The Fuji Bank, Limited

June 1995

Director/General Manager ofCredit Planning Division

Apr. 1996

Director/General Manager ofCorporate Planning Division

May 1997

Managing Director

Jan. 1998

Managing Director/Head of Public
and Financial Institutions GroupMay 1999

Managing Director/Chief
Financial Officer

May 2001

Deputy President/Chief Financial
Officer (until Mar. 2002)

Jan. 2002

Director of Mizuho Holdings, Inc.
(present Mizuho Financial
Strategy Co., Ltd.)

Apr. 2002

President & CEO (until Apr.
2007)

Jan. 2003

President & CEO of Mizuho
Financial Group, Inc.

Apr. 2009

Chairman (current)

Apr. 1974

Joined The Dai-Ichi Kangyo
Bank, Limited

Apr. 2002

Executive Officer/General
Manager of Human Resources
Division of Mizuho Corporate
Bank, Ltd.

Mar. 2003

Managing Executive Officer/Headof Risk Management Group,
Head of Human ResourcesGroup and General Manager of
Post-retirement Counseling ofMizuho Financial Group, Inc.

Feb. 2004

Managing Executive Officer/Headof Risk Management Group andHead of Human Resources
Group

Head of Human ResourcesGroup
Chief Human Resources
Officer

123

Expiration ofcurrent term
as director
or corporate
auditorJune 2011

June 2010

Name(date of birth)

Tetsuji Kosaki(Jan. 27, 1952)

Current positions andprincipal outside positions

Deputy President(since June 2009)(Representative Director)

Business experience

Apr. 2004

Managing Executive Officer/Headof Europe, Middle East andAfrica of Mizuho Corporate
Bank, Ltd.

Mar. 2006

Managing Director/Chief Strategy
Officer and Chief Financial
Officer

Apr. 2007

Deputy President

Apr. 2008

Deputy President-Executive
Officer/Head of Financial
Control and Accounting Groupof Mizuho Financial Group,
Inc.

Apr. 2008

President & CEO of Mizuho
Financial Strategy Co., Ltd.
(until Apr. 2009)

June 2008

Deputy President/Head ofFinancial Control andAccounting Group of Mizuho
Financial Group, Inc.

Apr. 2009

President & CEO/Head of Human
Resources Group (current)

Apr. 1976

Joined The Industrial Bank ofJapan, Limited

Mar. 2003

Executive Officer/SeniorCorporate Officer of Strategic
Planning Group of Mizuho
Corporate Bank, Ltd.

Apr. 2004

Managing Executive Officer(until June 2004)

Apr. 2004

Managing Executive Officer/Headof Strategic Planning Group andHead of Audit and ComplianceGroup of Mizuho Financial
Group, Inc.

June 2004

Managing Director/Head of
Strategic Planning Group andHead of Audit and ComplianceGroup

Oct. 2004

Managing Director/Head of
Strategic Planning Group

June 2005

Managing Director/Head of
Strategic Planning Group andHead of IT, Systems &Operations Group

Head of Financial Control
and Accounting Group
Chief Financial Officer

124

Expiration ofcurrent term
as director
or corporate
auditorJune 2011

Name(date of birth)

Hajime Saito(July 7, 1956)

Current positions andprincipal outside positions

Business experience

Apr. 2007

Director (until June 2007)

Apr. 2007

Deputy President of Mizuho
Bank, Ltd.

Apr. 2009

Deputy President-Executive
Officer/Head of Financial
Control and Accounting Groupof Mizuho Financial
Group, Inc.

Apr. 2009

President & CEO of Mizuho
Financial Strategy Co., Ltd.
(current)

June 2009

Deputy President/Head ofFinancial Control andAccounting Group of Mizuho
Financial Group, Inc. (current)Managing Director(since June 2009)

Apr. 1979

Joined The Dai-Ichi Kangyo
Bank, Limited

Head of Internal Audit
Group

Apr. 2004

General Manager of Financial
Planning of Mizuho Financial
Group, Inc.

Mar. 2006

Executive Officer/General
Manager of Treasury Divisionof Mizuho Bank, Ltd.

Apr. 2008

Managing Executive Officer/Headof Risk Management Group,
Head of Human ResourcesGroup and Head of ComplianceGroup of Mizuho Financial
Group, Inc.

Apr. 2009Managing Executive Officer/Headof Internal Audit Group

June 2009Managing Director/Head ofInternal Audit Group (current)

Director (since June 2009)

Apr. 1975

Joined The Fuji Bank, Limited

President & CEO of
Mizuho Bank, Ltd.

Apr. 2002

Executive Officer/General
Manager of Financial Planning
Division of Mizuho Corporate
Bank, Ltd.

Dec. 2002

Executive Officer/SeniorCorporate Officer of Financial
Control and Accounting Group

Chief Auditor

Satoru Nishibori(Mar. 2, 1953)

125

Expiration ofcurrent term
as director
or corporate
auditorJune 2011

June 2011

Name(date of birth)

Yasuhiro Sato
(Apr. 15, 1952)

AkihikoNomiyama(1)(June 15, 1934)

Current positions andprincipal outside positions

Business experience

Apr. 2004

Managing Executive Officer/Headof Financial Control andAccounting Group of Mizuho
Financial Group, Inc.

June 2004

Managing Director/Head ofFinancial Control andAccounting Group

Apr. 2007

President & CEO of Mizuho
Financial Strategy Co., Ltd.
(until Apr. 2008)

Apr. 2008

Director of Mizuho Financial
Group, Inc. (until June 2008)

Apr. 2008

Deputy President of Mizuho
Bank, Ltd.

Apr. 2009

President & CEO (current)

June 2009

Director of Mizuho Financial
Group, Inc. (current)

Director (since June 2009)

Apr. 1976

President & CEO of
Mizuho Corporate Bank,
Ltd.

Joined The Industrial Bank ofJapan, Limited

Mar. 2003

Executive Officer/SeniorCorporate Officer ofInternational Banking Unit ofMizuho Corporate Bank, Ltd.

Apr. 2004

Managing Executive Officer

Mar. 2006

Managing Director/Head ofCorporate Banking Unit

Apr. 2007

Deputy President/Chief Auditor

Apr. 2009

President & CEO (current)

June 2009

Director of Mizuho Financial
Group, Inc. (current)

Director (since June 2007)

Apr. 1957

Joined Nippon Mining Co., Ltd.

Special Advisor of
NIPPON MININGHOLDINGS, INC.

June 1984

Director

June 1989

Managing Director

Dec. 1992

Managing Director of Nikko
Kyodo Co., Ltd.

Dec. 1993

Managing Director of Japan
Energy Corporation

June 1994

Senior Managing Director

June 1996

President and CEO(Representative Director)

126

Expiration ofcurrent term
as director
or corporate
auditorJune 2011

June 2011

Name(date of birth)

Current positions andprincipal outside positions

Business experience

Expiration ofcurrent term
as director
or corporate
auditorJune 2000 Chairman, President and CEO(Representative Director)
Apr. 2002 Chairman and CEO(Representative Director)
Sep. 2002 President and CEO (Representative
Director) of NIPPON MININGHOLDINGS, INC.
June 2003 Chairman (Representative
Director)
June 2006 Special Advisor (current)
June 2007 Director of Mizuho Financial
Group, Inc. (current)
Mitsuo Ohashi(1)(Jan. 18, 1936)

Director (since June 2005)

Mar. 1959 Joined Mitsui Bank, Ltd.

Director and Chairman of theBoard of Directors ofShowa Denko K.K.

Dec. 1961 Joined Showa Denko K.K.

June 2011

May 1988 General Manager of Corporate
Planning Division
Mar. 1989 Director/General Manager ofCorporate Planning Division
Mar. 1993 Managing Director
Mar. 1995 Senior Managing Director
Mar. 1997 President and Chief Executive
OfficerJan. 2005

Representative Director andChairman of the Board of
Directors

June 2005 Director of Mizuho Financial
Group, Inc. (current)
Mar. 2007 Director and Chairman of theBoard of Directors of Showa
Denko K.K. (current)
Kanemitsu
Anraku(1)(Apr. 21, 1941)

Director (since June 2007)

Apr. 1964 Joined Nissan Motor Co., Ltd.
June 1993 Director
June 1997 Managing Director
May 1999 Executive Vice President(Representative Director)
Apr. 2000 Vice Chairman (member of theboard of directors)
June 2000 Vice Chairman

127

June 2011

Name(date of birth)

Tsuneo Muneoka(May 14, 1951)

Tsuneo Morita(Apr. 29, 1954)

Current positions andprincipal outside positions

Apr. 2002

President (Representative
Director) of Nissan Real Estate
Development Corporation

June 2005

Counselor

July 2006

Counselor of Nissan Network
Holdings Co., Ltd. (until June
2007)

June 2007

Director of Mizuho Financial
Group, Inc. (current)

Apr. 1976

Joined The Industrial Bank ofJapan, Limited

Apr. 2004

Executive Officer/General
Manager of Financial Planning
Division of Mizuho Bank, Ltd.

Apr. 2005

Managing Executive Officer

Apr. 2008

AdvisorJune 2008

Corporate Auditor of Mizuho
Financial Group, Inc. (current)

Apr. 1978

Joined The Fuji Bank, Limited

Aug. 2003

General Manager of
Administration of Mizuho
Financial Group, Inc.

Mar. 2006

Executive Officer/General
Manager of Administration

Apr. 2008

Managing Executive Officer/Headof Internal Audit Group

June 2008

Managing Director/Head ofInternal Audit Group

Apr. 2009

Director

June 2009

Corporate Auditor (current)

June 2009

Corporate Auditor of Mizuho
Securities Co., Ltd. (current)

Corporate Auditor (since
Jan. 2003)

Apr. 1956

Assistant Judge of the Tokyo
District Court

Corporate Auditor ofMizuho Corporate Bank,
Ltd.

Mar. 1992

President of the Sendai High
Court

Mar. 1993

President of the Nagoya High
Court

Aug. 1996

Resigned from judge

Corporate Auditor(since June 2008)

Corporate Auditor (sinceJune 2009)
Corporate Auditor ofMizuho Securities Co.,Ltd.

Yukio Nozaki(2)(Aug. 19, 1931)

Business experience

Corporate Auditor ofMizuho Bank, Ltd.

128

Expiration ofcurrent term
as director
or corporate
auditorJune 2012

June 2013

June 2011

Name(date of birth)

Current positions andprincipal outside positions

Business experience

Oct. 1996

Expiration ofcurrent term
as director
or corporate
auditorRegistered as attorney at law(Daiichi Tokyo Bar Association)

June 1997 Corporate Auditor of The Dai-Ichi
Kangyo Bank, Limited (until
Mar. 2002)
Sep. 2000 Corporate Auditor of Mizuho
Holdings, Inc. (until Mar. 2003)
Apr. 2002 Corporate Auditor of Mizuho
Corporate Bank, Ltd. (current)
Jan. 2003

Corporate Auditor of Mizuho
Financial Group, Inc. (current)

Mar. 2006 Corporate Auditor of Mizuho
Bank, Ltd. (current)
Masahiro Seki(2)(Sep. 11, 1934)

Corporate Auditor(since June 2006)

Apr. 1959 Joined Deloitte Haskins & Sells,
Tokyo Office

June 2010

June 1987 General Representative
Feb. 1990 Senior Managing Director ofInternational Affairs of Deloitte
Touche Tohmatsu
June 1997 Senior Researcher of the JapaneseInstitute of Certified Public
Accountants
Oct. 2000

Visiting Professor of Graduate
School of International
University of Japan

Apr. 2001 Professor of Graduate School(until Mar. 2004)
June 2002 President of the non-profit
organization, Japanese Instituteof International Accounting
Education (until June 2006)
Apr. 2004 Established Seki Certified Public
Accountants
June 2006 Senior Advisor of the non-profit
organization, Japanese Instituteof International Accounting
Education (current)
June 2006 Corporate Auditor of Mizuho
Financial Group, Inc. (current)
MasamiIshizaka(2)(Dec. 5, 1939)

Corporate Auditor(since June 2008)

Apr. 1963 Joined Ministry of Finance
June 1993 Director-General of the Financial
Bureau129

June 2012Name(date of birth)

Current positions andprincipal outside positions

Business experience

July 1994

Director-General of the Planningand Co-ordination Bureau ofEnvironment Agency

July 1995

Administrative Vice Minister

July 1996

Vice Chairman of Automobile
Insurance Rating Organizationof Japan

July 1998

Executive Vice President of Japan
National Oil Corporation

Mar. 2004

AdvisorJuly 2004

Vice Chairman of The General
Insurance Association of Japan

Sep. 2007

Chairman of Okura Zaimu Kyokai(current)

June 2008

Corporate Auditor of Mizuho
Financial Group, Inc. (current)

Expiration ofcurrent term
as director
or corporate
auditor

Notes:(1) Messrs. Nomiyama, Ohashi and Anraku satisfy the requirements for an “outside director” under theCompany Law of Japan.
(2) Messrs. Nozaki, Seki and Ishizaka satisfy the requirements for an “outside corporate auditor” under theCompany Law of Japan.
Executive Officers
The following table provides information about our executive officers as of June 30, 2009, other thaninformation regarding those that are also directors and listed above:Name(date of birth)

Takeo Nakano(June 28, 1956)

Current positions andprincipal outside positions

Business experience

Managing Executive Officer(since Apr. 2009)

Apr. 1980

Joined The Fuji Bank, Limited

Apr. 2004

Senior Corporate Officer of Financial
Control & Accounting Group of
Mizuho Corporate Bank, Ltd.

Apr. 2007

Executive Officer/General Manager ofKobunacho Branch of Mizuho
Bank, Ltd.

Apr. 2009Managing Executive Officer/Head of
Risk Management Group, Head ofCompliance Group and In charge ofFinancial Control and Accounting
Group of Mizuho Financial Group,
Inc. (current)

Head of Risk Management Group
Head of Compliance GroupIn charge of Financial Control andAccounting Group
Chief Risk Officer
Chief Compliance Officer

130

Name
(date of birth)

Daisaku Abe(June 20, 1957)

Current positions andprincipal outside positions

Business experience

Managing Executive Officer (since
Apr. 2009)

Apr. 1980

Joined The Industrial Bank of Japan,
LimitedHead of Strategic Planning Group

Apr. 2002

Deputy General Manager of IT &Systems Planning Division ofMizuho Corporate Bank, Ltd.

Apr. 2005

General Manager of Administration
DivisionMar. 2006

General Manager of Executive
Secretariat

Apr. 2007

Executive Officer/General Manager
of Executive Secretariat

Apr. 2009Managing Executive Officer/Head of
Strategic Planning Group, Head of
IT, Systems & Operations Groupand General Manager of Group
Strategic Planning of Mizuho
Financial Group, Inc. (current)

Executive Officer (since Apr. 2009)

Apr. 1981

General Manager of Human
Resources

Joined The Industrial Bank of Japan,
LimitedApr. 2003

Joint General Manager of Human
Resources Division of Mizuho
Corporate Bank, Ltd.

Mar. 2006

General Manager of Career
Development Division

Apr. 2007

General Manager of Human
Resources of Mizuho Financial
Group, Inc.

Apr. 2009

Executive Officer/General Manager
of Human Resources (current)

Executive Officer (since Apr. 2009)

Apr. 1982

General Manager of Financial
Planning

Joined The Dai-ichi Kangyo Bank,
LimitedJuly 2003

Corporate Officer of Financial
Control & Accounting Group and
Deputy General Manager of
Accounting Division of Mizuho
Corporate Bank, Ltd.

Apr. 2007

General Manager of Credit
Coordination Division

Apr. 2008

General Manager of Financial
Planning of Mizuho Financial
Group, Inc.

Apr. 2009

Executive Officer/General Manager
of Financial Planning (current)

Head of IT, Systems & Operations
Group
General Manager of Group Strategic
Planning
Chief Strategy Officer
Chief Information Officer

Shin Kuranaka(Oct. 5, 1957)

Masakane Koike(July 9, 1959)

131

An Executive Officer may serve any number of consecutive terms. The term of office of the Executive
Officers currently in office will expire at the close of the first meeting of our board of directors after the ordinary
general meeting of shareholders.
No family relationship exists among any of our directors, executive officers or corporate auditors.
6.B. Compensation
In accordance with the Company Law, compensation for our directors and corporate auditors, including
bonuses, retirement allowances and incentive stock options, must be approved at our general meeting ofshareholders, unless otherwise specified in our articles of incorporation in the future. The shareholders’ approval
may specify the upper limit of the aggregate amount of compensation or calculation methods, but if
compensation includes benefits in kind, the shareholders’ approval must include the description of such benefits.
Compensation for a director or corporate auditor is fixed by our board of directors or by consultation among ourcorporate auditors in accordance with our internal regulations and practice and, in the case of retirement
allowances, generally reflects the position of the director or corporate auditor at the time of retirement, the lengthof his service as a director or corporate auditor and his contribution to our performance.
The aggregate compensation, including bonuses and stock compensation-type stock options (stockacquisition rights) but excluding retirement allowances, paid by Mizuho Financial Group and its subsidiaries tothe directors and corporate auditors of Mizuho Financial Group during the fiscal year ended March 31, 2009 was¥673 million and ¥93 million, respectively.
Mizuho Financial Group and some of its subsidiaries, abolished their respective retirement allowance
programs for directors and officers. At the ordinary general meeting of shareholders held in June 2008, Mizuho
Financial Group and such subsidiaries obtained shareholders’ approval for a payment of lump sum retirement
allowances for directors and corporate auditors (other than those elected after such shareholders’ meeting) at thetime of their respective retirement. Mizuho Financial Group and such subsidiaries set aside an aggregate of¥87 million for such retirement allowances for the directors and corporate auditors of Mizuho Financial Group.
The amount of reserves set aside by subsidiaries that continue their retirement allowance program for thepayment of retirement allowances for directors and corporate auditors of Mizuho Financial Group for the fiscal
year ended March 31, 2009 was ¥1 million.
In conjunction with the abolishment of the retirement allowance program, we obtained shareholder’sapproval for the introduction of stock acquisition rights for the directors (excluding outside directors) at theordinary general meeting of shareholders held on June 26, 2008. On January 30, 2009, our board of directors
resolved to issue stock acquisition rights to directors and executive officers and subsequently resolved to allot an
aggregate of 5,409 stock acquisition rights on February 16, 2009. As the directors of Mizuho Financial Group,
our directors received 435 stock acquisition rights. Each stock acquisition right represents a right to purchase1,000 shares of our common stock at ¥1 per share. The period during which the stock acquisition rights may be
exercised shall be until February 16, 2029. Their exercise is conditioned on the holder losing his or her status asdirector or executive officer. Our evaluation of the value of each stock acquisition right was ¥190,910 as ofMarch 31, 2009.
6.C. Board Practices
Pursuant to our articles of incorporation, we maintain a corporate governance system consisting of general
meetings of shareholders, individual directors, board of directors, individual corporate auditors, board ofcorporate auditors and an accounting auditor as its primary components.
Our board of directors has the ultimate responsibility for the administration of our affairs. Our articles ofincorporation provide for a board of directors consisting of not more than 15 members, in order to facilitate132efficient and responsive decision making, and provide for not more than six corporate auditors. All directors andcorporate auditors are appointed by our shareholders at general meetings. The normal term of office is two years
for directors and four years for corporate auditors after their respective appointment, but directors and corporate
auditors may serve any number of consecutive terms. Our board of directors designates, from among its
members, representative directors and appoints a president. Our board of directors may also appoint a chairman,a deputy chairman, deputy presidents, senior managing directors and managing directors. Each representative
director has the authority to represent us in the conduct of our affairs.
While one of our corporate auditors is a certified public accountant, our corporate auditors are not required
to be certified public accountants. None of the corporate auditors may at the same time be directors, accounting
participants, executive officers, or managers or employees of the company or any of its subsidiaries and at least
one-half of them must be persons who have not been directors, accounting participants, executive officers or any
other employees of us or any of our subsidiaries at any time prior to their appointment as corporate auditors.
Each corporate auditor has a statutory duty to audit the directors’ performance of their duties and to audit theaccounting records and the business reports submitted by the directors to general meetings of shareholders.
Corporate auditors shall attend each meeting of the board of directors and, when necessary, state their opinion at
the meeting, but are not entitled to vote.
The board of corporate auditors is composed of all corporate auditors. The board of corporate auditors has astatutory duty to prepare and submit an audit report to the directors each year. If any corporate auditor has an
opinion that is different from the opinion of the board of corporate auditors, such opinion shall also be describedin the audit report. The board of corporate auditors shall determine policies regarding audits, the method ofinvestigation by the corporate auditors into the status of corporate affairs and financial position and other mattersrelating to the performance of the corporate auditors’ duties, provided, however, that a resolution of the board ofcorporate auditors may not prevent any corporate auditor from exercising his or her own power.
None of our directors or corporate auditors has service contracts with us providing for benefits upon
termination of service.
Our articles of incorporation, in accordance with the Company Law, allow us to enter into an agreementwith outside directors and outside corporate auditors that limits their liabilities incurred in connection with theirservice. The limitation of the liabilities under such agreement must be the higher of either (i) a pre-determinedamount not less than ¥20 million or (ii) the amount prescribed in laws and regulations, which is currently
equivalent to two times the annual compensation to such outside director or outside corporate auditor. Pursuant
to the provisions, we have entered into such agreements with all of our outside directors and outside corporate
auditors that were in office at any time after June 2006.
To ensure transparency and objectivity in personnel matters relating to directors, we have established anominating committee and a compensation committee. Each committee is comprised of six members, of whomthree are outside directors.
For additional information on our directors and corporate auditors and our board practices, see “Item 6.A.
Directors, Senior Management and Employees—Directors and Senior Management—Directors and Corporate
Auditors” and “Item 10.B. Additional Information—Memorandum and Articles of Association.”
The rights of holders of American Depositary Receipts, or ADRs, which evidence ADSs, including such
ADR holders’ rights relating to corporate governance practices, are governed by the deposit agreement, which isincluded as Exhibit 2.3 to this annual report.
Corporate Governance Practices
Companies listed on the New York Stock Exchange, or NYSE, must comply with certain standards
regarding corporate governance under Section 303A of the NYSE Listed Company Manual. However,133

NYSE-listed companies that are foreign private issuers meeting certain criteria, such as us, are permitted tofollow home country practices in lieu of certain provisions of Section 303A, and we are relying on thisexemption. See “Item 16G. Corporate Governance” for a summary of significant ways in which our corporate
governance practices differ from those followed by NYSE-listed U.S. companies.
6.D. Employees
As of March 31, 2007, 2008 and 2009, we had 47,449, 49,114 and 50,191 employees, respectively, on aconsolidated basis, including overseas local staff but excluding advisers and temporary employees. We also had
an average of approximately 18,988 temporary employees during the fiscal year ended March 31, 2009.
The following tables show our full-time employees as of March 31, 2009 and average number of temporary
employees for the fiscal year ended March 31, 2009, each broken down based on business segment andgeographical location:
Number offull-time employees

Average number of
temporary employees

Global Corporate Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Retail Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global Asset & Wealth Management Group . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,52027,716
5,347
4,608

1,348
16,660583
397

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

50,191

18,988

Number offull-time employees

Average number of
temporary employees

Business segment

Business segment

Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia/Oceania (excluding Japan) and others . . . . . . . . . . . . . . . . . . . . . . . .

93.9%
1.4
1.4
3.2

99.9%
0.1
0.0
0.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100.0%

100.0%

Most of our full-time non-management employees in Japan are members of a labor union. Outside Japan,
some of our employees are members of local unions. We consider our labor relations with employees to be good.
6.E. Share Ownership
The following table shows the number of shares of our common stock owned by our directors and corporate
auditors as of June 30, 2009:
Directors

Number of shares owned

Terunobu Maeda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Takashi Tsukamoto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tetsuji Kosaki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hajime Saito . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Satoru Nishibori . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yasuhiro Sato . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Akihiko Nomiyama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mitsuo Ohashi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kanemitsu Anraku . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134

133,770
48,840108,480
12,00047,10015,880
3,100
—
7,000

Corporate Auditors

Number of shares owned

Tsuneo Muneoka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tsuneo Morita . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yukio Nozaki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masahiro Seki . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Masami Ishizaka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,62017,15067,8001,000
27,100None of our directors or corporate auditors is the owner of more than one percent of our common stock, andno director or corporate auditor has voting rights with respect to our common stock that are different from anyother holder of our common stock.
For information on our stock compensation-type stock options (stock acquisition rights) for directors, see“Item 6.B. Directors, Senior Management and Employees—Compensation.”
We have two employee stock ownership plans under which participating employees of the companies listed
below are able to purchase our shares with funds deducted from such employee’s salary and bonus payments.
The plan administrator makes open-market purchases of our shares for the account of the plan on a monthly
basis. The companies contribute matching funds equivalent to 5% of the amounts contributed. The following
table shows the numbers of shares that these plans held as of March 31, 2009:
As of March 31, 2009
Plan

Employer companies

Mizuho Financial Group
Mizuho Bank
Mizuho Corporate Bank
Mizuho Asset Management
Mizuho Research InstituteMizuho Information & Research InstituteMizuho Group Employee Stock Ownership Plan . . . Mizuho Securities

Number ofshares owned

Mizuho Employee Stock Ownership Plan . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

135

48,417,470
493,100
48,910,570

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
Common Stock
The following table sets forth information about the ten largest holders of shares of our common stock
appearing on the register of shareholders as of March 31, 2009:
As of March 31, 2009
Number ofPercentage ofshares owned
issued shares(1)NameJapan Trustee Services Bank, Ltd. (trustee account) . . . . . . . . . . . . . . . . . . . . . . . .
Japan Trustee Services Bank, Ltd. (trustee account 4G) . . . . . . . . . . . . . . . . . . . . .
The Master Trust Bank of Japan, Ltd. (trustee account) . . . . . . . . . . . . . . . . . . . . .
The Dai-ichi Mutual Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japan Trustee Services Bank, Ltd. (trustee account 4) . . . . . . . . . . . . . . . . . . . . . .
Trust & Custody Services Bank, Ltd. (Meiji Yasuda Life Insurance Company
Retirement Benefit Trust Account re-entrusted by Mizuho Trust & Banking
Co., Ltd.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nippon Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Bank of New York Mellon as Depository Bank for Depository Receipt
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SSBT OD05 Omnibus Account China Treaty Clients . . . . . . . . . . . . . . . . . . . . . . .
Trust & Custody Services Bank, Ltd. (securities investment trust account) . . . . . .

613,467,800
608,481,100
421,309,500
209,950,000
160,188,100

5.49%
5.44
3.77
1.88
1.43

137,000,000
132,630,760

1.23
1.19

130,047,800
129,380,041
81,606,500

1.16
1.16
0.73

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,624,061,601

23.47%Note:(1) Percentage of number of shares owned within the total number of issued shares (including treasury stock).
As of March 31, 2009, there were 184 record holders of our common stock with addresses in the UnitedStates, whose shareholdings represented approximately 6% of our outstanding common stock on that date.
Because some of these shares were held by brokers or other nominees, the number of record holders withaddresses in the United States might not fully reflect the number of beneficial owners in the United States.

136

Preferred StockClasses of preferred stock with shares outstanding as of March 31, 2009 consisted of eleventh seriesclass XI and thirteenth series class XIII preferred stock, all of which are non-voting. The following table sets
forth information regarding the combined ownership of shares of eleventh series class XI preferred stock andthirteenth series class XIII preferred stock by our ten largest shareholders of preferred stock as of March 31,
2009, as appearing on the register of preferred shareholders:

Name

As of March 31, 2009
Number ofPercentage ofshares owned
issued shares

Goldman, Sachs & Co. REG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit Swisse First Boston Europe PB Sec Int Non-Treaty Client . . . . . . . . . . . . . . .
UBS AG London A/C Ipb Segregated Client Account . . . . . . . . . . . . . . . . . . . . . . . .
Morgan Stanley & Co. International plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Dai-ichi Mutual Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Meiji Yasuda Life Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nomura Intl PLC A/C CB Client . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sompo Japan Insurance Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Morgan Stanley & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BNP Paribas London Branch for BNPPPB Evotok . . . . . . . . . . . . . . . . . . . . . . . . . . .

46,164,000
45,690,000
41,195,000
40,945,000
27,000,000
25,000,000
20,645,000
19,000,000
18,790,000
16,350,000

4.85%
4.80
4.33
4.30
2.84
2.63
2.17
2.00
1.97
1.72

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

300,779,000

31.61%

As of March 31, 2009, there were 11 record holders of our preferred stock with addresses in the UnitedStates, whose shareholdings represented approximately 8% of our outstanding preferred stock on that date. As of
the record date on March 31, 2009, “securities companies” and “foreign investors” in aggregate accounted forapproximately 35% (in terms of the number of issued and outstanding shares) of the eleventh series class XI
preferred stock.
The following table shows the shares of preferred stock that we issued to, and repurchased from, theResolution and Collection Corporation during the past three years:

Class of preferred stock

Date of repurchase

Number ofsharesrepurchased

July 4, 2006
July 4, 2006

150,000
150,000

Fourth series class IV preferred stock . . . . . . . . . . . . . .
Sixth series class VI preferred stock . . . . . . . . . . . . . . .

Original issue Repurchase
price
price
(in billions of yen)¥300.0300.0¥301.9301.6

To our knowledge, we are not directly or indirectly owned or controlled by any other corporation(s), by any
foreign government or by any other natural or legal person(s) severally or jointly. We know of no arrangements
the operation of which may at a later time result in a change of control.
7.B. Related Party Transactions
We and our subsidiary banks had, and expect to have in the future, banking transactions and othertransactions in the ordinary course of business with our related parties. Although for the fiscal year ended
March 31, 2009, such transactions included, but were not limited to, call money, loans, deposits, guarantees andforeign exchange transactions, those transactions were immaterial and were made at prevailing market rates,
terms and conditions and do not involve more than the normal risk of collectibility or present other unfavorable
features.

137

During the fiscal year ended March 31, 2009, none of our directors or executive officers or corporate
auditors, and none of the close members of their respective families, had any transactions that are material or any
transactions that are unusual in their nature or conditions, involving goods, services or tangible or intangible
assets, to which we were, are or will be a party, and there were no such transactions proposed as of March 31,
2009.
During the fiscal year ended March 31, 2009, no loans were made to our directors or executive officers or
corporate auditors other than in the normal course of business, on normal commercial terms and conditions.
7.C. Interests of Experts and Counsel
Not applicable.

138

ITEM 8.

FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial Information
Financial Statements
Our consolidated financial statements are set forth in this annual report under “Item 18. Financial
Statements.”
Legal Proceedings
We are involved in normal collection proceedings initiated by us and other legal proceedings in the ordinary
course of our business.
An Indonesian subsidiary of ours acts as collateral agent for the trustee of bond issuances made bysubsidiaries of Asia Pulp & Paper Company Ltd. (“APP”). In that role, the subsidiary is involved in disputes
between the bondholders and such APP subsidiaries in their capacities as the issuers, guarantors and/or pledgorsof security for the bonds relating to foreclosure proceedings on the collateral and has been named as a defendantin lawsuits brought by the obligors under the bonds in Indonesia. Our consolidated financial statements do notinclude a reserve in relation to these disputes because we do not believe the resolution of this matter will have asignificant impact on our consolidated financial condition or results of operations, although there can be noassurance as to the foregoing.
Dividend Policy
We are pursuing “strengthening of stable capital base” and “steady returns to shareholders” as its“disciplined capital management.”
Based on the above policy, with respect to the year-end cash dividend of common stock for the fiscal year
ended March 31, 2009, despite the considerable worsening of our consolidated financial results compared withthe previous fiscal year, from the standpoint of providing regular stable dividend payments to our shareholders,
we made dividend payments of ¥10 per share, which is the same level as the previous fiscal year, in view of thelevel of retained earnings and other factors. With respect to each class of preferred stock, we made dividend
payments as prescribed.
Although our Articles of Incorporation provide for our ability to pay an interim dividend to shareholders ofrecord as of September 30 in each year pursuant to Article 454 Paragraph 5 of the Company Law, we have been
paying only the annual dividend.
The payment of any annual dividends is subject to the authorization by a general meeting of shareholders,
while the payment of any interim dividend may be made by resolution of our board of directors.
We will apply retained earnings to funds for strengthen our financial condition and to the development ofour business going forward.
8.B. Significant Changes
Except as disclosed in note 33 to our consolidated financial statements, no significant change in our
financial position has occurred since the date of the financial statements included in this annual report.

139

ITEM 9.

THE OFFER AND LISTING

9.A. Listing Details
Market Price Information for Our American Depositary Shares
Our ADSs are listed on the New York Stock Exchange.
The following table sets forth, for the periods indicated, the high and low trading prices and average daily
trading volume on the New York Stock Exchange for our ADSs since their listing on November 8, 2006:
Price per ADS
High
Low

Fiscal years ended/ending March 31,

2007 (from November 8, 2006) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008:
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009:
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010:
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Most recent six months:
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August (through August 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

140

Average daily
trading volume(shares)$15.35
14.95
12.00$12.747.01
3.26

46,049164,439
420,986

14.95
14.44
12.36
9.76

11.99
10.37
9.14
7.01

48,337
109,086
243,454258,617

11.45
12.00
8.89
6.67

7.44
6.74
3.56
3.26

322,107433,753
465,130
465,017

5.70

3.72

400,287

5.14
4.90
4.55
5.32
5.70
4.85
5.02

3.67
3.26
3.72
4.17
4.61
4.02
4.65

447,779
469,205
615,020
328,144
260,901
564,446
246,577

Market Prices Information for Our Shares
See “Item 9.C. The Offer and Listing—Markets” for information on the stock exchanges on which ourcommon stock is listed. The following table sets forth, for the periods indicated, the high and low trading prices
and average daily trading volume on the First Section of the Tokyo Stock Exchange for our common stock:
Price per share
Fiscal years ended/ending March 31,

2005(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2006(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2007(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008:
First quarter(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2009:
First quarter(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010:
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Most recent six months:
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August (through August 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

High

Low

Average daily
trading volume(shares)¥ 560,000
969,000
1,030,000
911,000
606¥391,000
469,000
733,000
360,000
166

90,87393,07478,245
120,603
184,530,927

911,000
876,000
727,000
539,000

707,000
586,000
499,000
360,000

83,015
121,468
128,624
150,764

606,000
597,000
466,000
299

364,000
378,000
190,000
166

218,046
171,448
209,333
139,320,754

274

188

203,334,564

233
235
220
263
274
236
240

173
166
188
202
224
187
219

127,358,611
175,825,190
219,174,600
228,883,911
167,310,518
223,093,641
183,940,938

Notes:(1) Under the new central book-entry transfer system in Japan, which became effective in January 2009,
fractional shares are not eligible for book-entry transfer. Accordingly, an allotment of shares or fractions ofa share without consideration was made to all shareholders and holders of fractional shares at the rate of 999
shares per 1 share and 9.99 shares per every 0.01 of a share, effective on January 4, 2009. The price andvolume figures in the above table prior to December 31, 2008 are figures before such allotment was made.
(2) The price and volume figures prior to December 31, 2008 are adjusted to reflect the allotment of shares or
fractions of a share without consideration at the rate of 999 shares per 1 share and 9.99 shares per every 0.01
of a share.
9.B. Plan of Distribution
Not applicable.

1419.C. Markets
The principal trading market for our shares of common stock is the First Section of the Tokyo Stock
Exchange. Our shares have been listed on the First Section of the Tokyo Stock Exchange and the First Section of
the Osaka Securities Exchange, under the code “8411,” since our establishment as the holding company of theMizuho group on March 12, 2003, as the successor to Mizuho Holdings.
Our ADSs have been listed on the New York Stock Exchange since November 8, 2006 and are quoted under
the ticker symbol “MFG.”
On January 4, 2009, we abolished the fractional share system and adopted the unit share system
concurrently with the allotment of shares or fractions of a share without consideration. Allotment of shares wasmade at the rate of 999 shares per 1 share, which in effect increased the number of shares held by shareholders by
1,000 times. In addition, we lowered the current minimum investment amount with respect to our common stock
to one tenth by reducing the number of shares constituting 1 unit of shares from 1,000 shares to 100 shares. In
conjunction with these changes, we changed the ADSs conversion ratio from 500 ADSs to 1 common share to
1 ADS to 2 common shares.
9.D. Selling Shareholders
Not applicable.
9.E. Dilution
Not applicable.
9.F. Expenses of the Issue
Not applicable.

142

ITEM 10.

ADDITIONAL INFORMATION

10.A. Share Capital
Not applicable.
10.B. Memorandum and Articles of Association
Objects and Purposes in our Articles of Incorporation
Our corporate purpose, as specified in article 2 of our articles of incorporation, which is included in thisannual report as Exhibit 1.1, is to engage in the following businesses as a bank holding company:•

operation and management of bank holding companies, banks, long-term credit banks, specialized
securities companies and other companies which we may own as our subsidiaries under the Banking
Law; and•any other business incidental to the foregoing.

Our Board of Directors
There is no provision in our articles of incorporation as to our directors’ power to vote on a proposal,
arrangement or contract in which a director is materially interested. The Company Law, however, requires suchdirector to refrain from voting on such matters at meetings of the board of directors.
The Company Law provides that compensation for directors be determined at a general meeting ofshareholders. Our board of directors will determine the compensation for each director without exceeding theupper limit on the aggregate amount of compensation for directors as a group approved by the general meeting ofshareholders. Our board of directors may, by its resolution, leave this decision to the discretion of our president.
The Company Law provides that the board of directors must approve significant loans from any third party
to the company.
Neither the Company Law nor our articles of incorporation set a mandatory retirement age for our directors.
There is no requirement concerning the number of shares an individual must hold to qualify as a director
under the Company Law or our articles of incorporation.
Common Stock
GeneralSet forth below is information concerning our shares of common stock, including brief summaries of certain
provisions of our articles of incorporation, our share handling regulations and the Company Law, which cameinto effect on May 1, 2006 relating to joint stock corporations (kabushiki kaisha) and certain related legislation,
all as currently in effect.
Where relevant to the common stock, provisions of our preferred stock are also described below. Additional
details on the terms of our outstanding preferred stock are given in note 15 to our consolidated financial
statements included elsewhere in this annual report.
Distribution of Surplus
GeneralUnder the Company Law, distribution of cash or other assets by a joint stock corporation to its shareholders,
including dividends, takes the form of distribution of Surplus (as defined in “—Restriction on Distribution of
Surplus”). We are permitted to make distributions of Surplus to our shareholders any number of times per fiscal143year pursuant to resolutions of our general meeting of shareholders, subject to certain limitations described in“—Restriction on Distribution of Surplus.” Distributions of Surplus are required in principle to be authorized bya resolution of a general meeting of shareholders. Distributions of Surplus are, however, permitted pursuant to a
resolution of the board of directors if:(1) our articles of incorporation so provide (our current articles of incorporation do not have suchprovision);(2) the normal term of office of our directors is one year; and(3) our non-consolidated annual financial statements and certain documents for the latest fiscal year
fairly present our assets and profit and loss, as required by an ordinance of the Ministry of Justice.
In an exception to the above rule, even if the requirements described in (1) through (3) are not met, we are
permitted to make distributions of Surplus in cash to our shareholders by resolutions of the board of directors
once per fiscal year if our articles of incorporation so provide. Our current articles of incorporation provide such
distribution of Surplus as interim dividends, the record date for which is September 30 each year.
Distributions of Surplus may be made in cash or in kind in proportion to the number of shares of common
stock held by each shareholder. A resolution of a general meeting of shareholders or the board of directors
authorizing a distribution of Surplus must specify the kind and aggregate book value of the assets to be
distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a
distribution of Surplus is to be made in kind, we may, pursuant to a resolution of a general meeting ofshareholders or (as the case may be) the board of directors, grant the right to our shareholders to require us tomake such distribution in cash instead of in kind. If no such right is granted to shareholders, the relevant
distribution of Surplus must be approved by a special resolution of a general meeting of shareholders (see“—Voting Rights” with respect to a “special resolution”).
Under our articles of incorporation, the record date for annual dividends and interim dividends is March 31
and September 30, respectively, in each year. In Japan, the “ex-dividend date” (the date from which purchasers ofshares through Japanese stock exchanges will not be entitled to the dividends to be paid to registeredshareholders as of any record date) and the record date for dividends precede the date of determination of theamount of the dividend to be paid. The ex-dividend date of the shares of common stock is generally the third
business day prior to the record date. Under our articles of incorporation, we are not obligated to pay any
distribution of Surplus to be made in cash which has not been received after the lapse of five years from thecommencement date of such distribution.
Restriction on Distribution of Surplus
Payment of annual dividends on shares of common stock is subject to the prior payment of dividends onshares of preferred stock of ¥20 per share of eleventh series class XI preferred stock and ¥30 per share ofthirteenth series class XIII preferred stock. Payment of an interim dividend on shares of our common stock isalso subject to the prior payment of an interim preferred dividend of one-half the annual preferred dividend
amount on the shares of the two series of preferred stock.
In making a distribution of Surplus, we must set aside in our additional paid-in capital and/or legal reserve
an amount equal to one-tenth of the amount of Surplus so distributed, until the sum of its additional paid-in
capital and legal reserve reaches one-quarter of its stated capital.
The amount of Surplus at any given time must be calculated in accordance with the following formula:
A + B + C + D - (E + F + G)
In the above formula:“A” = the total amount of other capital surplus and other retained earnings, each such amount being thatappearing on our non-consolidated balance sheet as of the end of the last fiscal year144

“B” = (if we have disposed of our treasury stock after the end of the last fiscal year) the amount of theconsideration for such treasury stock received by us less the book value thereof“C” = (if we have reduced our stated capital after the end of the last fiscal year) the amount of such
reduction less the portion thereof that has been transferred to additional paid-in capital or legal reserve (ifany)“D” = (if we have reduced our additional paid-in capital or legal reserve after the end of the last fiscal year)
the amount of such reduction less the portion thereof that has been transferred to stated capital (if any)“E” = (if we have cancelled our treasury stock after the end of the last fiscal year) the book value of suchtreasury stock“F” = (if we have distributed Surplus to our shareholders after the end of the last fiscal year) the total bookvalue of the Surplus so distributed“G” = certain other amounts set forth in an ordinance of the Ministry of Justice, including:•

if we have reduced Surplus and increased our stated capital, additional paid-in capital or legal reserve
after the end of the last fiscal year, the amount of such reduction; and•if we have distributed Surplus to shareholders after the end of the last fiscal year, the amount set aside in
our additional paid-in capital or legal reserve, if any, as required by ordinances of the Ministry ofJustice.

The aggregate book value of Surplus distributed by us may not exceed a prescribed distributable amount(the “Distributable Amount”), as calculated on the effective date of such distribution. The Distributable Amountat any given time shall be the amount of Surplus less the aggregate of (a) the book value of our treasury stock,(b) the amount of consideration for any of our treasury stock disposed of by us after the end of the last fiscal year
and (c) certain other amounts set forth in an ordinance of the Ministry of Justice, including (if the sum of
one-half of our goodwill and deferred assets exceeds the total of the stated capital, additional paid-in capital andlegal reserve, each such amount being the amount in our non-consolidated balance sheet as of the end of the last
fiscal year) all or certain part of such exceeding amount as calculated in accordance with the ordinances of the
Ministry of Justice.
If we have become at our option a company with respect to which its consolidated balance sheet should also
be considered in the calculation of the Distributable Amount (renketsu haito kisei tekiyo kaisha), we shall further
deduct from the amount of Surplus the excess amount, if any, of (x) the total amount of the shareholders’ equity
appearing on our non-consolidated balance sheet as of the end of the last fiscal year and certain other amounts set
forth by an ordinance of the Ministry of Justice over (y) the total amount of the shareholders’ equity and certain
other amounts set forth by an ordinance of the Ministry of Justice appearing on our consolidated balance sheet asof the end of the last fiscal year. We did not opt for becoming such a company with respect to the fiscal year
ended March 31, 2009.
If we have prepared interim financial statements as described below, and if such interim financial statements
have been approved by the board of directors or (if so required by the Company Law) by a general meeting ofshareholders, then the Distributable Amount must be adjusted to take into account the amount of profit or loss,
and the amount of consideration for any of our treasury stock disposed of by us, during the period in respect ofwhich such interim financial statements have been prepared. We may prepare non-consolidated interim financial
statements consisting of a balance sheet as of any date subsequent to the end of the last fiscal year and an income
statement for the period from the first day of the current fiscal year to the date of such balance sheet. Interim
financial statements so prepared by us must be audited by our corporate auditors and/or outside accounting
auditor, as required by an ordinance of the Ministry of Justice.

145

Capital and Reserves
We may reduce our additional paid-in capital or legal reserve generally by resolution of a general meetingof shareholders and, if so decided by the same resolution, may account for the whole or any part of the amount ofsuch reduction as stated capital. On the other hand, we may reduce our stated capital generally by special
resolution of a general meeting of shareholders and, if so decided by the same resolution, may account for thewhole or any part of the amount of such reduction as additional paid-in capital or legal reserve. In addition, we
may reduce our Surplus and increase either (i) stated capital or (ii) additional paid-in capital and/or legal reserveby the same amount, in either case by resolution of a general meeting of shareholders.
Stock Splits
We may at any time split shares of common stock into a greater number of shares of common stock byresolution of the board of directors. When a stock split is to be made, so long as our only class of outstanding
stock is the common stock, we may increase the number of authorized shares in the same ratio as that of suchstock split by amending our articles of incorporation, of which amendment may be effected by resolution of theboard of directors without approval by shareholders.
Abolishment of Fractional Share System
With the implementation of the electronic share certificate system under the Law for Partial Amendments to
the Law Concerning Book-entry Transfer of Corporate Bonds and Other Securities for the Purpose of
Streamlining the Settlements of Trades of Stocks and Other Securities (Law No. 88 of 2004) which became
effective on January 5, 2009, all listed shares became eligible for book-entry transfer. However, because
fractional shares are not eligible for book-entry transfer and are no longer handled under the new “book-entry
transfer system” after the implementation of the electronic share certificate system, we implemented theallotment of shares or fractions of a share without consideration to the shareholders or the holders of fractional
shares in order to abolish all the fractional shares. Shares and fractions of a share were allotted on January 4,
2009 in proportion to the number of shares of common stock, shares of each class of preferred stock andfractional shares held by the holders thereof, in each case without any additional consideration, at the rate of 999
shares per 1 share and 9.99 shares per every 0.01 of a share. As a result, currently there are no outstanding
fractional shares.
Unit Share System
We have adopted the unit share system under which shareholders will have one voting right for each unit ofshares consisting of 100 shares held by them at general meetings of shareholders or at meetings of holders of aparticular class of shares, and shares constituting less than a full unit will carry no voting rights. See “—Preferred
Stock—Voting Rights” for information on the voting rights that holders of preferred stock may have at general
meetings of shareholders. Our articles of incorporation provide that the holders of shares constituting less than a fullunit will not have shareholder rights, except for those specified in an ordinance of the Ministry of Justice which
include rights (i) to receive dividends, (ii) to receive cash or other assets in case of a consolidation or split of shares,
share exchange or share transfer, or merger or (iii) to be allotted rights to subscribe for free for new shares and stockacquisition rights when such rights are granted to shareholders. Holders of shares constituting less than a full unit
may at any time request us to purchase such shares constituting less than a full unit (a) at the current market price as
determined pursuant to the Company Law in cases of such shares having a market price or (b) at the price as
determined through negotiations between the holders of shares constituting less than a full unit and us in cases
where such shares have no market price, which request may not be withdrawn without our consent. In addition,holders of shares constituting less than a full unit may require us to sell them such number of shares, which, whencombined with the number of shares already held by such holder, shall constitute a whole unit of shares; provided
that we will be obliged to comply with such request only when we own a sufficient number of shares toaccommodate such request. The board of directors may reduce the number of shares constituting one unit of sharesor cease to use the unit share system by amendments to the articles of incorporation without a special resolution of
the general meeting of shareholders which would otherwise be required.
146

General Meetings of Shareholders
The ordinary general meeting of shareholders shall be held no later than three months from the last day ofeach business year and is normally held in June of each year. In addition, we may hold an extraordinary general
meeting of shareholders whenever necessary. Notice of a general meeting of shareholders stating the place, thetime and the purpose thereof must be given to each shareholder having voting rights (or, in the case of a
non-resident shareholder, to its standing proxy or mailing address in Japan) at least two weeks prior to the dateset for the meeting. The record date for an ordinary general meeting of shareholders is March 31 of each year.
Any shareholder holding at least 300 voting rights or 1% of the total number of voting rights for six months
or longer may propose a matter to be considered at a general meeting of shareholders by submitting a request to arepresentative director at least eight weeks prior to the date of such meeting. Any of the minimum percentages,
time periods and number of voting rights necessary for exercising the minority shareholder rights describedabove may be decreased or shortened if our articles of incorporation so provide.
Voting Rights
Our shareholders have one voting right for each unit of shares held by them (regarding the voting rights heldby holders of preferred stock, see “—Preferred Stock—Voting Rights”).
Except as otherwise provided by law or in our articles of incorporation, a resolution shall be adopted at a
general meeting of shareholders by a majority of the voting rights held by the shareholders present at themeeting. Our articles of incorporation provide that the quorum for election of directors and corporate auditors is
one-third of the total number of voting rights. Our shareholders are not entitled to cumulative voting in theelection of directors. A shareholder may exercise its voting rights in writing or through a proxy, provided that theproxy shall also be a holder of our shares having voting rights at such meeting.
The Company Law provides that certain important matters shall be approved by a “special resolution” of ageneral meeting of shareholders. Under our articles of incorporation, the quorum for a special resolution is
one-third of the total number of voting rights, and the approval of not less than two-thirds of the voting rights
held by the shareholders present at the meeting is required for adopting a special resolution. Such importantmatters include:
1.

any amendment to our articles of incorporation (except for such amendments that may be authorized by
the board of directors under the Company Law such as (i) an increase of the number of authorizedshares in the same ratio as that of a stock split, (ii) a reduction of the number of shares per unit ofshares and (iii) abolishing the unit share system);2.

dismissal of a corporate auditor;

3.

our dissolution, merger or consolidation requiring shareholders’ approval;

4.

establishment of a parent and wholly owned subsidiary relationship by way of a share transfer(kabushiki-iten) or share exchange (kabushiki-kokan) requiring shareholders’ approval;

5.

transfer of the whole or a substantial part of our business;

6.

taking over of the whole of the business of another company requiring shareholders’ approval;

7.

our corporate split requiring shareholders’ approval;

8.

consolidation of shares of common stock;9.

acquisition of shares of common stock by us from a specific shareholder other than our subsidiary;

10. distribution of Surplus in kind (except when shareholders are granted the right to require to make such
distribution in cash instead of in kind);147

11. issuance or transfer of new shares or existing shares held by us as treasury stock to persons other than
the shareholders at a “specially favorable” price; and12. issuance of stock acquisition rights (including those incorporated in bonds with stock acquisitionrights) to persons other than the shareholders under “specially favorable” conditions.
Liquidation Rights
In the event of our liquidation, the assets remaining after payment of all debts, liquidation expenses, taxes
and distributions of residual assets relating to the then outstanding preferred stock will be distributed among
holders of shares of common stock in proportion to the respective numbers of shares held by them. See“—Preferred Stock—Liquidation Rights.”
Issue of Additional Shares and Pre-emptive Rights
Holders of the common stock have no pre-emptive rights. Authorized but unissued shares of common stock
may be issued at such times and upon such terms as the board of directors determines, subject to the limitations
as to the issuance of new shares of common stock at a “specially favorable” price mentioned in “—Voting
Rights.” The board of directors may, however, determine that shareholders of a particular class of stock shall begiven subscription rights to new shares of the same class, in which case they must be given on uniform terms toall shareholders of that class as of a record date of which not less than two weeks’ prior public notice must be
given. Each of the shareholders to whom such rights are given must also be given at least two weeks’ prior noticeof the date on which such rights expire (but see “—Preferred Stock—Issue of Additional Shares and Pre-emptive
Rights” regarding our preferred stock).
Stock Acquisition Rights
We may issue stock acquisition rights (shinkabu yoyakuken). Holders of stock acquisition rights are entitledto acquire shares from us, upon payment of the applicable exercise price, and subject to other terms andconditions thereof. We may also issue bonds with stock acquisition rights (shinkabu yoyakuken-tsuki shasai). The
issuance of stock acquisition rights and bonds with stock acquisition rights may be authorized by the board of
directors unless it is made under “specially favorable” conditions, as described in “—Voting Rights.”
Record Date
As mentioned above, March 31 is the record date for the payment of annual dividends and the determinationof shareholders entitled to vote at the ordinary general meeting of shareholders. September 30 is the record date
for the payment of interim dividends. In addition, by a resolution of the board of directors and after giving atleast two week’s prior public notice, we may at any time set a record date in order to determine the shareholders
who are entitled to certain rights pertaining to our stock.
Japan Securities Depository Center, Inc. (“JASDEC”) is required to give us notice of the names andaddresses of our shareholders, the numbers of shares held by them and other relevant information as of suchrecord date promptly after we set each record date.
Acquisition by Us of Common Stock
We may acquire shares of common stock:1.

by way of purchase on any Japanese stock exchange on which the shares of our common stock arelisted or by way of tender offer (in either case pursuant to a resolution of the board of directors as
currently authorized by our articles of incorporation);2.

from a specific shareholder other than any of our subsidiaries (pursuant to a special resolution of an
ordinary general meeting of shareholders); or

3.

from any of our subsidiaries (pursuant to a resolution of the board of directors).
148

In the case of 2. above, any other shareholder may make a request to a representative director to be included as aseller in the proposed purchase, unless the purchase price or any other consideration to be received by therelevant specific shareholder will not exceed the last trading price of the shares on the relevant stock exchange on
the day immediately preceding the date on which the resolution mentioned in 2. above was adopted (or, if there isno trading in the shares on the stock exchange or if the stock exchange is not open on such day, the price atwhich the shares are first traded on such stock exchange thereafter).
The total amount of the purchase price of shares of common stock may not exceed the Distributable
Amount, as described in “—Distribution of Surplus—Restriction on Distribution of Surplus.”
We may hold the shares of common stock acquired, and may generally dispose of or cancel such shares byresolution of the board of directors.
Disposal of Shares of Common Stock Held by Shareholders whose Location is Unknown
We are not required to send notices to a shareholder if notices given by us to such shareholder fail to arrive
for five consecutive years or more at its address registered in our register of shareholders or otherwise notified tous.
In the above case, if the relevant shareholder also fails to receive dividends on the shares continuously forfive years or more at its address registered in our register of shareholders or otherwise notified to us, then we
may in general dispose of such shares at their then market price and hold or deposit the proceeds of suchdisposition on behalf of the relevant shareholder.
Reporting of Substantial Shareholders
The Financial Instruments and Exchange Law and its related regulations require any person who has
become, beneficially and solely or jointly, a holder of more than 5% of the total issued shares of capital stock of
a company that is listed on any Japanese stock exchange to file a report with the Director of the relevant Local
Finance Bureau of the Ministry of Finance within five business days. With certain exceptions, a similar reportmust also be filed in respect of any subsequent change of 1% or more in the holding or of any change in material
matters set forth in any previously filed reports. For this purpose, shares issuable to such person upon conversionof convertible securities or exercise of share subscription warrants or stock acquisition rights are taken into
account in determining both the number of shares held by the holder and the company’s total issued share capital.
Copies of each report must also be furnished to the company issuing the shares and to all the Japanese stock
exchanges on which the shares are listed.
There are other reporting requirements under the Banking Law. See “Item 4.B. Information on the
Company—Business Overview—Supervision and Regulation—Japan—Examination and Reporting Applicableto Shareholders.”
Holding of Shares of Our Common Stock by Foreign Investors
There are no limitations imposed by the laws of Japan, our articles of incorporation or our other constituent
documents on the rights of non-residents or foreign shareholders to hold or exercise voting rights on our shares ofcommon stock or preferred stock.
Transfer of Shares
At present, JASDEC is the only institution that is designated by the relevant authorities as a clearing house
which is permitted to engage in the clearing operations of listed shares under the Law Concerning Book-Entry
149

Transfer of Corporate Bonds, Stocks, etc. (Law No. 75 of 2001, including regulations promulgated thereunder;
the “Book-entry Law”). Under the new clearing system, in order for any person to hold, sell or otherwise disposeof listed shares, such person must have an account at an account managing institution unless such person has anaccount at JASDEC. “Account managing institutions” are financial instruments business operators (i.e., securities
companies), banks, trust companies and certain other financial institutions which meet the requirements
prescribed by the Book-entry Law, and only those financial institutions that meet further stringent requirementsof the Book-entry Law can open accounts directly at JASDEC. Under the Book-entry Law, any transfer of sharesis effected through book entry, and title to the shares passes to the transferee at the time when the transferrednumber of the shares is recorded at the transferee’s account at an account managing institution. The holder of an
account at an account managing institution is presumed to be the legal owner of the shares held in such account.
Under the Company Law and the Book-entry Law, in order to assert shareholders’ rights against us, ashareholder must have its name and address registered in our register of shareholders, except in limited
circumstances. Under the new clearing system, such registration is made upon our receipt of necessary
information from JASDEC. Non-resident shareholders are required to appoint a standing proxy in Japan orprovide a mailing address in Japan. Each such shareholder must give notice of such standing proxy or mailingaddress to the relevant account managing institution. Such notice will be forwarded to us through JASDEC.
Japanese securities companies and commercial banks customarily act as standing proxies and provide related
services for standard fees. Notices from us to non-resident shareholders are delivered to such standing proxies ormailing addresses.
Under the new clearing system, shares constituting less than one unit are transferable. Under the rules of theJapanese stock exchanges, however, shares constituting less than one unit do not comprise a trading unit, except
in limited circumstances, and accordingly may not be sold on Japanese stock exchanges.
Our transfer agent is Mizuho Trust & Banking, located at 2-1, Yaesu 1-chome, Chuo-ku, Tokyo 103-8670,
Japan.
The registered holder of deposited shares underlying the ADSs is the depositary for the ADSs. Accordingly,
holders of ADSs will not be able to directly assert their shareholders’ rights against us.
Preferred Stock
The following is a summary of information concerning the shares of our preferred stock, including briefsummaries of the relevant provisions of our articles of incorporation, our share handling regulations and theCompany Law and certain related legislation, all as currently in effect. The detailed rights of our preferred stock
are set forth in our articles of incorporation and the resolutions of our board of directors relating to the issuanceof the relevant series of preferred stock.
GeneralUnder our articles of incorporation, we are authorized to issue 1,369,512,000 shares of class XI preferredstock, 1,500,000,000 shares of class XII preferred stock and 1,500,000,000 shares of class XIII preferred stock.
As of March 31, 2009, 914,752,000 shares of eleventh series class XI preferred stock and 36,690,000 sharesof thirteenth series class XIII preferred stock were issued and there were no fractional shares of each series ofpreferred stock.
Preferred Dividends
Payment of annual dividends on shares of common stock is subject to the prior payment on shares ofpreferred stock. The amount of preferred dividends for each type of outstanding preferred stock is as follows:•

Eleventh series class XI preferred stock bears an annual non-cumulative dividend of ¥20 per share, andin the event we pay an interim dividend, holders are entitled to receive ¥10 per share in preference tocommon shares.
150•Thirteenth series class XIII preferred stock bears an annual non-cumulative dividend of ¥30 per share,and in the event we pay an interim dividend, holders are entitled to receive ¥15 per share in preference
to common shares.

The amount of any preferred interim dividend will be deducted from the preferred dividend payable onpreferred shares in respect of the same fiscal year.
No payment of dividends on our preferred shares or any other shares may be made unless we have sufficient
Distributable Amount and a resolution to pay such dividend is obtained at the relevant ordinary general meetingof shareholders, in the case of annual dividends or at the board of directors, in the case of preferred interim
dividends.
Dividends on our preferred shares are non-cumulative. If the full amount of any dividend is not declared on
our preferred shares in respect of any fiscal year, holders of our preferred shares do not have any right to receive
dividends in respect of the deficiency in any subsequent fiscal year, and we will have no obligation to pay the
deficiency or to pay any interest regardless of whether or not dividends are paid in respect of any subsequentfiscal year. The holders of our preferred shares are not entitled to any further dividends or other participation inor distribution of surplus.
Liquidation Rights
In the event of our voluntary or involuntary liquidation, holders of shares of our preferred stock will beentitled, equally in rank as among themselves and in preference over shares of common stock, to receive out of
our residual assets upon liquidation a distribution of ¥1,000 per share in the case of eleventh series class XI and
thirteenth series class XIII preferred stock.
Holders of shares of our preferred stock are not entitled to any further dividends or other participation in or
distribution of our residual assets upon our liquidation.
Voting Rights
No holder of preferred stock has a right to receive notice of, or to vote at, a general meeting of shareholders,
except as otherwise specifically provided under the Company Law or other applicable law or our articles ofincorporation. Under our articles of incorporation, holders of units of our preferred stock will be entitled toreceive notice of, and to vote at, general meetings of shareholders:•from the commencement of any ordinary general meeting of shareholders if an agenda for approval todeclare a preferred dividend is not submitted to such meeting; or•from the close of any ordinary general meeting of shareholders if a proposed resolution to declare apreferred dividend is not approved at such meeting,until in each case such time as a resolution of an ordinary general meeting of shareholders declaring a preferred
dividend is approved.
A separate resolution of a meeting of the holders of the preferred stock is required in order to approve thefollowing matters which would prejudice the interests of the holders of the relevant preferred stock:(i)an amendment to the articles of incorporation to add new classes of shares to be issued, alter theterms of the shares or increase the number of authorized number of shares or authorized number ofany class of shares, with certain exceptions;(ii)

consolidation or split of shares;(iii)

pro rated allocation of shares or stock acquisition rights to shareholders without any consideration;
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(iv)

granting pre-emptive rights for new shares or stock acquisition rights;(v)

amalgamations or mergers;(vi)

certain corporate splits;(vii)

share exchanges;(viii)

share transfers; and(ix)other matters set forth in the articles of incorporation.

Such separate resolution is not required when the articles of incorporation so provide, except in the case of(i) above.
Ranking
We will not (unless the requisite sanction has been given by holders of preferred stock) create or issue anyother shares ranking, as regards order of participation in the profits or assets of us on a liquidation or otherwise,in priority to the preferred stock in issue, but we may issue, without obtaining the consent of holders of thepreferred stock in issue, other preferred stock ranking pari passu with the preferred stock in issue as regards theorder of such participation in profits or assets of us and carrying such rights as to rates of preferred dividends orterms of conversion as the board of directors may determine, subject to the limitations set forth in our articles ofincorporation and the Company Law.
Acquisition of Preferred Stock
We may, if required, subject to regulatory approval, acquire any shares of the preferred stock thenoutstanding at any time out of the Distributable Amount (as defined in “—Common Stock—Dividends—
Restriction of Dividends”). We may also, acquire all or a portion of the thirteenth series class XIII preferredstock on or after April 1, 2013 at a price of ¥1,000 per share, with the equivalent amount of preferred dividends
accrued to such acquisition, without consent of the holders of shares of such preferred stock. When a portion of acertain class of preferred stock is acquired, such acquisition shall be made from each holder thereof in number ofshares determined by way of a lot or pro rata allocation.
Stock Splits
Our articles of incorporation provide that no stock split, stock consolidation or free distribution of stock
shall be made in respect of the preferred stock unless otherwise provided for in any law or regulation.
Issue of Additional Shares and Pre-emptive Rights
Our articles of incorporation provide that no holder of our preferred stock has any pre-emptive right tosubscribe for or purchase shares, stock acquisition rights or bonds with stock acquisition rights in the event of anissuance of additional shares or bonds and that no free distribution of stock acquisition rights may be made to theholders of our preferred stock.
Conversion
Our articles of incorporation provide that holders of class XI or XII (currently not in issue) preferred stock
may, at their option, convert their shares to common stock by requesting us to acquire such shares and issue ortransfer common stock to them. Other classes of our preferred stock outstanding are non-convertible.

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Our articles of incorporation also provide that class XI or XII (currently not in issue) preferred stock
outstanding on the last day of the acquisition period will be mandatorily acquired by us on the immediately
following day (the “mandatory conversion date”) in consideration of shares of common stock of which number
shall be calculated at the then-current market price per share of our common stock (the “mandatory conversion
price”).
Eleventh series class XI preferred stock may, at the option of the holder thereof, be acquired at any timefrom July 1, 2008 to June 30, 2016 in consideration of shares of common stock of which number shall becalculated at ¥303.50, subject to anti-dilution adjustments due to, among other things, issuance of new shares ofour common stock at issue price below the market price. For the purpose of determining the mandatory
conversion price and the conversion price adjusted pursuant to the anti-dilution clause, the market price shallmean the average price of daily closing prices of our common stock on the Tokyo Stock Exchange for the 30
consecutive trading days commencing on the 45th trading day prior to the mandatory conversion date or the dateon which the conversion price after the adjustment becomes effective, respectively. Anti-dilution adjustments are
triggered upon an issuance of common stock at prices that are lower than the then current market price, stock
splits and free allotments of common stock, and other similar events, so that the impact of these events areproperly reflected in the conversion price.
The anti-dilution adjustments will be made in accordance with the following formula.

Conversion
price after=(1)
adjustment

Conversion
price before ×
adjustment(1)Number ofshares ofcommon stock+already issued
Number of shares ofcommon stock already +issuedNumber of shares ofSubscription
common stock×
money perto be newly issued
share
Current market price per share
Number of shares ofcommons stock to be newly
issuedNote:(1) Conversion of the preferred stock is conducted through the acquisition of the relevant shares of preferredstock by Mizuho Financial Group followed by the delivery of the applicable number of shares of common
stock. As such, the word “acquisition” is used in lieu of “conversion” in our articles of incorporation.
10.C. Material Contracts
There were no material contracts entered into by us for the two years preceding the filing of this annual
report that were not entered into in the ordinary course of business.
10.D. Exchange Controls
Foreign Exchange and Foreign Trade Law
The Foreign Exchange and Foreign Trade Law of Japan and the cabinet orders and ministerial ordinances
incidental thereto, collectively the Foreign Exchange Law, set forth, among other matters, the regulations relating
to the receipt by non-residents of Japan of payment with respect to shares to be issued by us and the acquisitionand holding of shares by non-residents of Japan and foreign investors, both as defined below. It also applies insome cases to the acquisition and holding of our shares or ADSs representing such shares acquired and held by
non-residents of Japan and by foreign investors. Generally, the Foreign Exchange Law currently in effect does
not affect the right of a non-resident of Japan to purchase or sell ADSs outside Japan for non-Japanese currency.

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“Non-residents of Japan” are defined as individuals who are not resident in Japan and corporations whose
principal offices are located outside Japan. Generally, the branches and offices of non-resident corporations thatare located in Japan are regarded as residents of Japan while the branches and offices of Japanese corporations
located outside Japan are regarded as non-residents of Japan.
“Foreign investors” are defined as:•

individuals not resident in Japan;•

judicial persons or other organizations that are organized under the laws of foreign countries or whose
principal offices are located outside Japan;•

corporations of which 50% or more of the shares are held by individuals not resident of Japan and/or
judicial persons or other organizations that are organized under the laws of foreign countries or whose
principal offices are located outside Japan; and•judicial persons or other organizations, a majority of officers (or a majority of officers having the powerof representation) of which are non-resident individuals.

Dividends and Proceeds of Sales
Under the Foreign Exchange Law, dividends paid on, and the proceeds of sales in Japan of, shares held by
non-residents of Japan may in general be converted into any foreign currency and repatriated abroad. The
acquisition of our shares by non-residents by way of a stock split is not subject to any notification or reporting
requirements.
Acquisition of Shares
In general, a non-resident who acquires shares from a resident of Japan is not subject to any prior filing
requirement, although the Foreign Exchange Law empowers the Minister of Finance of Japan to require priorapproval for any such acquisition in certain limited circumstances. While such prior approval is not required ingeneral, in the case where a resident of Japan transfers shares of a Japanese company for consideration exceeding¥100 million to a non-resident of Japan, the resident of Japan that transfers the shares is required to report thetransfer to the Minister of Finance of Japan within 20 days from the date of the transfer, unless the transfer ismade through a bank, securities company or financial futures trader licensed under Japanese law.
If a foreign investor acquires our shares and, together with parties who have a special relationship with that
foreign investor, holds 10% or more of our issued shares as a result of such acquisition, the foreign investor mustfile a report of such acquisition with the Minister of Finance and any other competent Minister within 15 days
from and including the date of such acquisition, in principle. In certain limited circumstances, however, a priornotification of such acquisition must be filed with the Minister of Finance and any other competent Minister, who
may modify or prohibit the proposed acquisition.
Deposit and Withdrawal under American Depositary Facility
The deposit of shares with Mizuho Corporate Bank, in its capacity as custodian and agent for the depositary,in Tokyo, the issuance of ADSs by the depositary to a non-resident of Japan in respect of the deposit and thewithdrawal of the underlying shares upon the surrender of the ADR are not subject to any of the formalities or
restrictions referred to above. However, where as a result of a deposit or withdrawal the aggregate number ofshares held by the depositary, including shares deposited with Mizuho Corporate Bank as custodian for thedepositary, or the holder surrendering the ADR, as the case may be, would be 10% or more of the total
outstanding shares, a report will be required, and in specified circumstances, a prior notification may be required,
as noted above.

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10.E. Taxation
Japanese Taxation
The following is a general summary of major Japanese tax consequences (limited to national tax) to holdersof shares of our common stock or ADSs representing shares of our common stock who are non-residents of Japanor non-Japanese corporations without a permanent establishment in Japan, which we refer to as “non-resident
holders” in this section. The statements regarding Japanese tax laws set forth below are based on the laws inforce and as interpreted by the Japanese tax authorities as at the date of this Annual Report and are subject tochanges in the applicable Japanese laws or tax treaties, conventions or agreements, or interpretations thereof,
occurring after that date. This summary is not exhaustive of all possible tax considerations that may apply to aparticular investor, and potential investors are advised to satisfy themselves as to the overall tax consequences of
the acquisition, ownership and disposition of shares of our common stock or ADSs, including specifically the tax
consequences under Japanese law, the laws of the jurisdiction of which they are resident and any tax treaty,
convention or agreement between Japan and their country of residence, by consulting their own tax advisers.
For the purpose of Japanese tax law and the tax treaty between the United States and Japan, a U.S. holder of
ADSs will generally be treated as the owner of the shares underlying the ADSs evidenced by the ADRs.
Generally, a non-resident holder of shares of our common stock or ADSs is subject to Japanese income tax
collected by way of withholding on dividends paid by us, and such tax will be withheld prior to payment ofdividends. Stock splits are, in general, not a taxable event.
In the absence of any applicable tax treaty, convention or agreement reducing the maximum rate ofwithholding tax or allowing exemption from Japanese withholding tax, the rate of Japanese withholding tax
applicable to dividends paid by Japanese corporations on their shares of stock to non-resident holders is generally
20% under Japanese tax law. However, with respect to dividends paid on listed shares issued by a Japanese
corporation (such as shares of our common stock or ADSs) to non-resident holders, other than any individual
who holds 5% or more of the total number of shares issued by the relevant Japanese corporation, theaforementioned 20% withholding tax rate is reduced to (i) 7% for dividends due and payable on or before
December 31, 2011 and (ii) 15% for dividends due and payable on or after January 1, 2012.
Under the income tax treaty between the United States and Japan, the maximum rate of Japanese
withholding tax which may be imposed on dividends paid to a qualified United States resident eligible to enjoy
treaty benefits that is either a corporation owning, directly or indirectly, less than 10% of the voting stock of aJapanese corporation or an individual is generally reduced to 10% of the gross amount actually distributed,
except where such United States resident conducts business in Japan through a permanent establishment situatedtherein and the holding in respect of which the dividends are paid is effectively connected with such permanentestablishment. Dividends paid to pension funds which are qualified United States residents eligible to enjoy
treaty benefits are exempt from Japanese income taxation by way of withholding or otherwise unless such
dividends are derived from the carrying on of a business, directly or indirectly, by such pension funds. Under
Japanese tax law, any reduced maximum rate applicable under a tax treaty shall be available when suchmaximum rate is below the rate otherwise applicable under the Japanese tax law referred to in the preceding
paragraph with respect to the dividends to be paid by us on shares of our common stock or ADSs. A non-resident
holder of shares of our common stock who is entitled, under any applicable tax treaty, to a reduced rate ofJapanese withholding tax, or exemption therefrom, as the case may be, is required to submit an Application Formfor Income Tax Convention Regarding Relief from Japanese Income Tax on Dividends (together with any otherrequired forms and documents) in advance, through the withholding agent, to the relevant tax authority before
payment of dividends. A standing proxy for a non-resident holder may provide such application service. With
respect to ADSs, this reduced rate or exemption will be applicable to non-resident holders of ADSs if the
Depositary or its Agent submits two Application Forms (one before payment of dividends and the other withineight months after the record date concerning such payment of dividends), together with certain other documents.
To claim this reduced rate or exemption, non-resident holders of ADSs will be required to file a proof of taxpayer
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status, residence and beneficial ownership, as applicable, and to provide other information or documents as may
be required by the Depositary. Non-resident holders who are entitled, under any applicable tax treaty, to a
reduced rate of Japanese withholding tax below the rate otherwise applicable under Japanese tax law, or
exemption therefrom, as the case may be, but fail to submit the required application in advance may neverthelessbe entitled to claim a refund from the relevant Japanese tax authority of withholding taxes withheld in excess of
the rate under an applicable tax treaty (if such non-resident holders are entitled to a reduced treaty rate under theapplicable tax treaty) or the full amount of tax withheld (if such non-resident holders are entitled to an exemption
under the applicable tax treaty), as the case may be, from the relevant Japanese tax authority, by complying witha certain subsequent filing procedure.
We do not assume any responsibility to ensure withholding at the reduced rate, or exemption therefrom, for
non-resident holders who would be eligible under an applicable tax treaty but where the required procedures asstated above are not followed.
Gains derived from the sale or other disposition of shares of our common stock or ADSs outside Japan by anon-resident holder, who is a portfolio investor, are not, in general, subject to Japanese income tax or corporationtax.
Any deposits or withdrawals of shares of our common stock by a non-resident holder in exchange for ADSs
are, in general, not subject to Japanese income or corporation tax.
Japanese inheritance and gift taxes, at progressive rates, may be payable by an individual who has acquired
our shares of our common stock or ADSs from an individual, as a legatee, heir or donee, even if none of theacquiring individual, the decedent or the donor is a Japanese resident.
U.S. Taxation
The following sets forth the material United States federal income tax consequences of the ownership ofshares and ADSs as of the date hereof. The discussion set forth below is applicable to U.S. holders (as defined
below) (i) who are residents of the United States for purposes of the current income tax treaty between Japan andthe United States (the “Treaty”), (ii) whose shares or ADSs are, for purposes of the Treaty, neither effectively
connected with nor attributable to a permanent establishment in Japan and (iii) who otherwise qualify for the full
benefits of the Treaty.
The following summary is not a complete analysis or description of all potential U.S. federal income tax
consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that may
be relevant to all categories of potential purchasers, certain of which (such as banks or other financial
institutions, insurance companies, dealers in securities or currencies, tax-exempt entities, non-U.S. persons,
persons holding a share or an ADS as part of a “straddle,” “hedge,” conversion or integrated transaction,
partnerships or other pass-through entities for U.S. federal income tax purposes, traders in securities who haveelected the mark-to-market method of accounting for their securities, regulated investment companies, real estate
investment trusts, holders whose “functional currency” is not the U.S. dollar, holders liable for alternative
minimum tax and holders of 10% or more of our voting shares) are subject to special tax treatment. Thissummary does not address any foreign, state, local or other tax consequences of investments in our shares or
ADSs.
This summary addresses only shares or ADSs held as capital assets.
As used herein, a “U.S. holder” is a beneficial owner of shares or ADSs, as the case may be, that is, for U.S.
federal income tax purposes:•

an individual citizen or resident of the United States;•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created ororganized in or under the laws of the United States or any political subdivision thereof;156

•an estate, the income of which is subject to U.S. federal income tax regardless of its source; or•a trust if it (1) is subject to the primary supervision of a court within the United States and the control of
one or more U.S. persons as described in Section 7701(a)(30) of the Code or (2) has a valid election in
effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership holds shares or ADSs, the tax treatment of a partner will generally depend on the status of
the partner and the activities of the partnership. If you are a partner of a partnership holding shares or ADSs, you
should consult your tax advisor.
The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the“Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities
may be replaced, revoked or modified so as to result in U.S. federal income tax consequences different fromthose discussed below. In addition, this summary is based, in part, upon representations made by the depositary
to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordancewith their terms.
We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local and othertax consequences to them of the purchase, ownership and disposition of shares or ADSs.
The U.S. Treasury has expressed concerns that parties through whom ADSs are pre-released may be taking
actions that are inconsistent with the claiming of foreign tax credits by U.S. holders of ADSs. Such actions would
also be inconsistent with the claiming of the reduced rate of tax, described in “—U.S. Taxation—Taxation of
Dividends” below, applicable to dividends received by certain non-corporate holders. Accordingly, the analysisof the creditability of Japanese taxes and the availability of the reduced tax rate for dividends received by certain
non-corporate holders, each described in “—U.S. Taxation—Taxation of Dividends” below, could be affected byactions taken by parties through whom the ADSs are released.
ADSs
If a U.S. holder holds ADSs, for U.S. federal income tax purposes, such holder will generally be treated as
the owner of the underlying shares that are represented by such ADSs. Accordingly, deposits or withdrawals ofshares in exchange for ADSs are not subject to U.S. federal income tax.
Taxation of Dividends
Subject to the discussion under “—U.S. Taxation—Passive Foreign Investment Company Rules” below, thegross amount of any distribution received with respect to our shares or ADSs (including amounts withheld toreflect Japanese withholding taxes), will be taxable as dividends, to the extent paid out of the current oraccumulated earnings and profits (as determined for U.S. federal income tax purposes). The amount of
distribution of property other than cash will be the fair market value of such property on the date of the
distribution. Such cash or non-cash income, including withheld taxes, will be includable in a U.S. holder’s grossincome as ordinary income on the day actually or constructively received by such U.S. holder in the case ofshares, or by the depositary, in the case of ADSs. Such dividends received by a U.S. holder will not be eligible
for the “dividends-received deduction” allowed to U.S. corporations in respect of dividends received from other
U.S. corporations. To the extent that an amount received by a U.S. holder exceeds such holder’s allocable shareof our current and accumulated earnings and profits, such excess will be applied first to reduce such holder’s tax
basis in its shares or ADSs, thereby increasing the amount of gain or decreasing the amount of loss recognized ona subsequent disposition of the shares or ADSs. Then, to the extent such distribution exceeds such U.S. holder’stax basis, such excess will be treated as capital gain. However, we do not expect to keep earnings and profits inaccordance with U.S. federal income tax principles. Therefore, U.S. holders should expect that a distribution will
generally be treated as a dividend.
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The amount of the dividend paid in Japanese yen will be the U.S. dollar value of the Japanese yen payments
received. This value will be determined at the spot Japanese yen/U.S. dollar rate on the date the dividend isreceived by the depositary in the case of U.S. holders of ADSs, or by the shareholder in the case of U.S. holdersof shares, regardless of whether the dividend payment is in fact converted into U.S. dollars at that time. If theJapanese yen received as a dividend are not converted into U.S. dollars on the date of receipt, a U.S. holder will
have basis in such Japanese yen equal to their dollar value on the date of receipt, and any foreign currency gains
or losses resulting from the conversion of the Japanese yen will generally be treated as U.S. source ordinary
income or loss.
The maximum rate of withholding tax on dividends paid to you pursuant to the Treaty is 10%. As discussed
under “—Japanese Taxation” above, if the Japanese statutory rate is lower than the maximum applicable Treaty
rate, the Japanese statutory rate will be applicable. If the statutory rate applicable to you is higher than the
maximum Treaty rate, you will be required to properly demonstrate to us and the Japanese tax authorities yourentitlement to the reduced withholding rate under the Treaty. Subject to certain limitations, the Japanese tax
withheld may be creditable against the U.S. holder’s U.S. federal income tax liability or may be claimed as adeduction from the U.S. holder’s federal adjusted gross income provided that the U.S. holder elects to deduct all
foreign taxes paid on the same taxable year. For foreign tax credit limitation purposes, the dividend will beincome from sources outside the United States. The limitation on foreign taxes eligible for credit is calculated
separately with respect to specific classes of income. For this purpose, dividends we pay will generally constitute“passive category income.” Further, in certain circumstances, if a U.S. holder:•

has held shares or ADSs for less than a specified minimum period during which such U.S. holder is notprotected from the risk of loss; or•is obligated to make payments related to the dividends,

such U.S. holder will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on shares or
ADSs. The rules governing U.S. foreign tax credits are very complex and U.S. holders should consult their tax
advisors regarding the availability of foreign tax credits under their particular circumstances.
With respect to non-corporate U.S. investors, certain dividends received before January 1, 2011 from aqualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation
includes a corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States
which the U.S. Treasury Department determines to be satisfactory for these purposes and which includes an
exchange of information provision. The U.S. Treasury Department has determined that the Treaty meets theserequirements. In addition, it is expected that we will be eligible for the benefits of the Treaty. A foreign
corporation is also treated as a qualified foreign corporation with respect to individuals paid by that corporation
on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the
United States. United States Treasury Department guidance indicates that our ADSs (which are listed on the New
York Stock Exchange), but not the shares, are readily tradable on an established securities market in the UnitedStates. There can be no assurance that our ADSs will be considered readily tradable on an established securities
market in later years. Non-corporate holders who do not meet a minimum holding period requirement during
which they are not protected from a risk of loss or that elect to treat the dividend income as “investment income”
pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation. In addition, therate reduction will not apply to dividends if the recipient of a dividend is obligated to make related paymentswith respect to positions in substantially similar or related property. This disallowance applies even if theminimum holding period has been met. U.S. holders should consult their own tax advisors regarding theapplication of the foregoing rules to their particular circumstances.
Taxation of Capital Gains
Subject to the discussion under “—U.S. Taxation—Passive Foreign Investment Company Rules” below,
upon a sale or other disposition of shares or ADSs, a U.S. holder will recognize gain or loss in an amount equal158to the difference between the U.S. dollar value of the amount realized and the U.S. holder’s tax basis, determinedin U.S. dollars, in such shares or ADSs. Such gain or loss will be capital gain or loss and will be long-term
capital gain or loss if the U.S. holder’s holding period for such shares or ADSs exceeds one year. A U.S. holder’stax basis in its shares or ADSs will generally be the cost to the holder of such shares or ADSs. Any such gain orloss realized by a U.S. holder upon disposal of the shares or ADSs will generally be income or loss from sources
within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject tolimitations.
Passive Foreign Investment Company Rules
Based on our projected composition of income and valuation of assets, including goodwill, we do notbelieve that we will be a passive foreign investment company (“PFIC”) for this year and do not expect to become
one in the future, although there can be no assurance in this regard. However, PFIC status is a factual
determination that is made annually. Accordingly, it is possible that we may become a PFIC in the current or any
future taxable year due to changes in valuation or composition of our income or assets. In addition, thisdetermination is based in part upon certain proposed U.S. Treasury regulations that are not yet in effect (the“Proposed Regulations”) and are subject to change in the future. The Proposed Regulations and otheradministrative pronouncements from the Internal Revenue Service (the “IRS”) provide special rules fordetermining the character of income and assets derived in the banking business for purposes of the PFIC rules.
Although we believe we have adopted a reasonable interpretation of the Proposed Regulations and administrative
pronouncements, there can be no assurance that the IRS will follow the same interpretation.
In general, a foreign corporation is considered a PFIC for any taxable year if either:•at least 75% of its gross income is passive income; or•at least 50% of the value of its assets is attributable to assets that produce or are held for the productionof passive income.

The 50% of value test is based on the average of the value of our assets for each quarter during the taxable
year. If we own at least 25% by value of another company’s stock, we will be treated, for purposes of the PFIC
rules, as owning the proportionate share of the assets and receiving our proportionate share of the income of thatcompany.
If we are a PFIC for any taxable year during which a U.S. holder holds shares or ADSs, the U.S. holder will
be subject to special tax rules with respect to any “excess distribution” that the U.S. holder receives and any gain
the U.S. holder realizes from the sale or other disposition (including a pledge) of shares or ADSs. Additionally,
non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us intaxable years beginning prior to January 1, 2011, if we are a PFIC in the taxable year in which such dividends arepaid or in the preceding taxable year.
These special tax rules generally will apply even if we cease to be a PFIC in future years. Distributions U.S.
holders receive in a taxable year that are greater than 125% of the average annual distributions they received
during the shorter of the three preceding taxable years or their holding period for shares or ADSs will be treatedas excess distributions. Under these special tax rules:•

the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period for sharesor ADSs;•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year inwhich we were a PFIC, will be treated as ordinary income; and•the amount allocated to each other year will be subject to tax at the highest tax rate in effect for thatyear, and the interest charge generally applicable to underpayments of tax will be imposed on the
resulting tax attributable to each such year.
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Alternatively, a U.S. holder could make a mark-to-market election provided that shares or ADSs are
regularly traded on a qualified exchange. Under current law, the mark-to-market election may be available to
U.S. holders of ADSs because the ADSs are listed on the New York Stock Exchange which constitutes aqualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes ofthe mark-to-market election. Under current law, the mark-to-market election may be available to U.S. holders ofshares because the shares are listed on the Tokyo Stock Exchange, which constitutes a qualified exchange,
although there can be no assurance that the shares will be “regularly traded” for purposes of the mark-to-market
election. In addition, a U.S. holder of shares in a PFIC can sometimes avoid the rules described above by electing
to treat the company as a “qualified electing fund” under section 1295 of the Code. This option is not available to
U.S. holders of common stock because we do not intend to comply with the requirements necessary to permit
U.S. Holders to make this election.
If a U.S. holder holds shares or ADSs in any year in which we are classified as a PFIC, such holder would
be required to file IRS Form 8621.
U.S. holders should consult their own tax advisors concerning the determination of our PFIC status and the
U.S. federal income tax consequences of holding shares or ADSs if we are considered a PFIC in any taxable
year.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to dividends in respect of the shares or ADSs or
the proceeds from the sale, exchange or redemption of the shares or ADSs paid within the United States, and, insome cases, outside of the United States, to you, unless you are an exempt recipient, such as a corporation. In
addition, backup withholding tax may apply to those amounts if you fail to provide an accurate taxpayer
identification number or fail either to report interest and dividends required to be shown on your U.S. federal
income tax returns or make certain certifications. The amount of any backup withholding from a payment to you
will be allowed as a refund or credit against your U.S. federal income tax liability, provided you furnish therequired information to the IRS.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
We file reports, including annual reports on Form 20-F, and other information, including information filed
on Form 6-K, with the U.S. Securities and Exchange Commission. These reports, including this annual report on
Form 20-F and the exhibits thereto, and other information can be inspected without charge at the Commission’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of suchmaterials by mail, at prescribed fees, from the Commission’s Public Reference Room or from commercial
document retrieval services. You may obtain information on the operation of the Commission’s Public Reference
Room by calling the Securities and Exchange Commission in the United States at 1-800-SEC-0330. You can also
access to the documents filed via the Electronic Data Gathering, Analysis, and Retrieval system on theCommission’s website (http://www.sec.gov).
10.I. Subsidiary Information
Not applicable.
160

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Progress in financial deregulation and internationalization has led to rapid growth in the diversity andcomplexity of banking operations, exposing financial institutions to various risks, including credit, market
operations, information technology, legal, settlement and other risks. We recognize the conducting of operations
tailored to the risks and managing such risks as a key issue relating to overall management. In order to implement
our business strategy while maintaining our financial stability, we maintain comprehensive risk management andcontrol measures. We maintain basic policies for risk management established by our board of directors that are
applicable to the entire Mizuho group. These policies clearly define the kinds of risks to be managed, set forth
the organizational structure and provide for the human resources training necessary for appropriate levels of risk
management. The policies also provide for audits to measure the effectiveness and suitability of the risk
management structure. In line with these basic policies, we maintain various measures to strengthen and enhance
the sophistication of our risk management system.
Approach to Basel II
The BIS Regulations, the regulations for international standards of the health of banks first implemented in
1992, have been revised in light of developments in risk management methods in order to better reflect the actual
substance of the risks. These amended regulations, known as “Basel II,” focus on three main points. The first is
minimum capital requirements relating to risk which should be maintained by banks, with respect to which thecalculation method for credit risk was changed and operational risk was added. The second includes asupervisory review process with respect to assessment of risks that cannot be fully addressed through minimum
capital requirements alone. The third is market discipline allowing for assessment by the market throughappropriate disclosure. We have obtained the necessary approvals from government authorities on calculation
methods for each type of risk and have been calculating capital adequacy ratios based on Basel II from March 31,
2007, when the Basel II was implemented in Japan. With regard to credit risk, we have been applying theAdvanced Internal Ratings-Based Approach, the most sophisticated of the three methods provided for by BaselII, from March 31, 2009. In addition, we are planning to apply the advanced measurement approach for
operational risk and are making preparations related thereto.
Risk Management
Risk Management Structure
Each of our subsidiaries adopts appropriate risk management measures for its business based on the size andnature of its risk exposures, while Mizuho Financial Group controls risk management for the Mizuho group as awhole. Mizuho Financial Group regularly receives reports and applications concerning the risk management
situation from our principal banking subsidiaries and other core group companies and gives them appropriate
instructions concerning risk management. Our principal banking subsidiaries and other core group companies
each maintains its own system for managing various types of risk, regularly receiving reports on the status of risk
at their respective subsidiaries, and gives them appropriate instructions concerning risk management.
Basic Approach
We classify our risk exposures according to the various kinds of risk, including credit risk, market risk,
liquidity risk and operational risk, and manage each type of risk according to its characteristics. In addition to
managing each type of risk individually, we have established a risk management structure to identify andevaluate overall risk and, where necessary, to devise appropriate responses to keep risk within limits that aremanagerially acceptable in both qualitative and quantitative terms. In line with the basic policies relating tooverall risk management laid down by Mizuho Financial Group, companies within the Mizuho group identify
risk broadly and take a proactive and sophisticated approach to risk management, including methodologies for
operations that involve exposures to multiple categories of risk such as settlement and trust businesses.

161

Risk Capital Allocation
We endeavor to obtain a clear grasp of the group’s overall risk exposure and have implemented measures tokeep such risks within the group’s financial base in accordance with the risk capital allocation framework. Morespecifically, we allocate risk capital to our principal banking subsidiaries, including their respective subsidiaries,
and other core group companies to control risk within the limits set for each company. We also control risk
within managerially acceptable limits by working to ensure that the overall risk we hold on a consolidated basis
does not exceed shareholders’ equity and other measures of financial strength. To ensure the ongoing financial
health of Mizuho Financial Group, our principal banking subsidiaries and other core group companies, weregularly monitor the manner in which risk capital is being used in order to obtain a proper grasp of the risk
profile within this framework. Reports are also submitted to the board of directors and other committees of eachcompany. Risk capital is allocated to Mizuho Corporate Bank, Mizuho Bank, Mizuho Securities and Mizuho
Trust & Banking by risk category, and is further allocated within their respective business units based on
established frameworks.
Credit Risk Management
We define credit risk as the Mizuho group’s exposure to the risk of losses that may be incurred due to a
decline in, or total loss of, the value of assets and off-balance-sheet instruments, as a result of deterioration in acounterparty’s financial position. We have established the methods and structures necessary for grasping andmanaging credit risk, which has become increasingly complex due to financial deregulation, internationalizationand the growing sophistication of transactions. Mizuho Financial Group manages credit risk for the Mizuho
group as a whole. More specifically, we have adopted two different but mutually complementary approaches incredit risk management. The first approach is “credit management,” in which we manage the process for eachindividual transaction and individual obligor from execution until collection, based on our assessment of thecredit quality of the customer. Through this process, we curb losses in the case of a credit event. The second is“credit portfolio management,” in which we utilize statistical methods to assess the potential for losses related tocredit risk. Through this process, we identify credit risk and respond appropriately.
Credit Risk Management Structure
Credit Risk Management of the Mizuho GroupOur board of directors determines the Mizuho group’s basic credit risk management policies. In addition,
the portfolio management committee of Mizuho Financial Group discusses and coordinates basic credit risk
policy and overall credit portfolio management and monitoring for the Mizuho group. The chief risk officer ofMizuho Financial Group is responsible for matters relating to credit risk management planning and operations.
The Risk Management Division and the Credit Risk Management Division of Mizuho Financial Group jointly
monitor, analyze and submit suggestions concerning credit risk and formulate and execute plans in connection
with basic matters pertaining to credit risk management.
Credit Risk Management at Our Principal Banking Subsidiaries and Other Core Group Companies
Our principal banking subsidiaries and other core group companies manage their credit risk according to thescale and nature of their exposures in line with basic policies set forth by Mizuho Financial Group. Eachcompany’s board of directors determines key matters pertaining to credit risk. Our principal banking subsidiaries
have each established business policy committees to discuss and coordinate overall management of theirindividual credit portfolios and transaction policies towards obligors. The senior executive officer of eachprincipal banking subsidiary responsible for risk management oversees matters relating to credit risk
management planning and operations. The credit risk management division of each principal banking subsidiary
is responsible for credit management and credit risk measuring and monitoring, and such division regularlypresents reports regarding the risk management situation of such banking subsidiary to Mizuho Financial Group.
Individual credit examination divisions approve individual transactions in accordance with the lines of authority
162

set forth in the basic policies for credit risk management. To provide checks and balances, each of our principal
banking subsidiaries has also established credit review divisions to function as internal auditors that are
independent of the business divisions.
Individual Credit Management
Our principal banking subsidiaries use a unified credit rating system and credit risk measurement tools toascertain and monitor the status of their portfolios. They are also improving their credit decisions and posttransaction management functions by examining individual transactions from these viewpoints, providing
internal audits and risk management guidance to individual business promotion offices. Mizuho Securities andother core group companies follow credit risk management procedures that suit the characteristics of theirrespective business sectors.
Credit business regulations
The basic code of conduct for all of our officers and employees engaged in the credit business is set forth inour credit business regulations. Seeking to fulfill the bank’s public and social role, our basic policy for credit
business is determined in light of fundamental principles focusing on public welfare, safety, growth andprofitability.
Internal rating system
One of the most important elements of the risk management infrastructure of our principal banking
subsidiaries is the use of an internal rating system that consists of credit ratings and pool allocations. Credit
ratings consist of obligor ratings which represent the level of credit risk of the obligor, and transaction ratings
which represent the possibility of ultimately incurring losses related to each individual claim by taking into
consideration the nature of any collateral or guarantee and the seniority of the claim. In principle, obligor ratings
apply to all obligors and are subject to regular reviews at least once a year to reflect promptly the fiscal period
end financial results of the obligors, as well as special reviews as required whenever a obligor’s credit standing
changes. This enables our principal banking subsidiaries to monitor both individual obligors and the status of theoverall portfolio in a timely fashion. Because we consider obligor ratings to be an initial phase of the selfassessment process regarding the quality of our loans and off-balance-sheet instruments, such obligor ratings areclosely linked to the obligor classifications and are an integral part of the process for determining the provision
for loan losses and charge-offs in our self-assessment of loans and off-balance-sheet instruments.
Pool allocations are applied to small claims that are less than a specified amount by pooling customers andclaims with similar risk characteristics and assessing and managing the risk for each such pool. We efficiently
manage credit risk and credit screening by dispersing a sufficient number of small claims within each pool. We
generally review the appropriateness and effectiveness of our approach to obligor ratings and pool allocations
once a year in accordance with predetermined procedures.
Self-assessment, provision for loan losses and off-balance-sheet instruments and charge-offs
We conduct self-assessment of assets to ascertain the status of assets both as an integral part of credit risk
management and in preparation for appropriate accounting treatment, including provision for loan losses andoff-balance-sheet instruments and charge-offs. During the process of self-assessment, obligors are categorized
into certain groups taking into consideration their financial condition and their ability to make payments, andcredit ratings are assigned to all obligors, in principle, to reflect the extent of their credit risks. The related assets
are then categorized into certain classes based on the risk of impairment. This process allows us to identify andcontrol the actual quality of assets and determine the appropriate accounting treatment, including provision forloan losses and off-balance-sheet instruments and charge-offs. Specifically, the credit risk management divisionof each of our principal subsidiaries is responsible for the overall control of the self-assessment of assets of therespective banking subsidiaries, cooperating with the administrative divisions specified for each type of asset,
including loan portfolios and securities, in executing and managing self-assessments.
163

Credit screening
Prevention of new impaired loans through routine credit management is important in maintaining the qualityof our overall loan assets. Credit decisions involve analysis and screening of each potential transaction within therelevant business division. In case the screening exceeds the authority of the division, the credit division at
headquarters carries out the screening. The credit division has specialist departments for different industries,
business sizes and regions, carries out timely and specialized examinations based on the characteristics of thecustomer and its market, and provides appropriate advice to the business division. In addition, in the case ofobligors with low credit ratings and high downside risks, the business division and credit division jointly clarify
their credit policy and in appropriate cases assist obligors at an early stage in working towards rehabilitation.
Collection and disposal of impaired loans
With respect to collection and disposal of impaired loans, our specialist unit maintains central control andpursues corporate revitalization or collection efforts, as appropriate, toward taking the impaired loans
off-balance. Specifically, we believe that supporting the revitalization efforts of corporations is an important rolefor financial institutions, and we support corporations undergoing revitalization by reviewing business plans,
advising on revitalization methods and utilizing corporate revitalization schemes such as divestitures and mergers
and acquisitions, taking advantage of our group-wide resources. These efforts have been steadily producing
satisfactory results. In addition, we work on final disposal of impaired loans efficiently and swiftly by conducting
bulk sales and by utilizing Mizuho Servicing Co., Ltd., our subsidiary that specializes in performing debt
collection services for our group companies.
Portfolio Management
Risk Measurement
We use statistical methods to manage the possibility of loan losses by measuring the expected average loss
for a one-year risk horizon (“credit cost”) and the maximum loss within a certain confidence interval (“credit
VaR”).
In establishing transaction spread guidelines for credit transactions, we aim to ensure an appropriate returnfrom the transaction in light of the level of risk by utilizing credit cost data as a reference. Also, we monitor ourcredit portfolio from various perspectives and set certain limits so that losses incurred through a hypotheticalrealization of the full credit VaR amount would be within the amount of risk capital and loan loss reserves.
Risk Control Methods
We recognize two types of risk arising from allowing too large a proportion of overall credit risk to beallocated in certain areas. One type is “credit concentration risk,” which stems from granting excessive credit tocertain individual counterparties. The other type is “chain-reaction default risk,” which arises from granting
excessive credit to certain corporate groups, industrial sectors and other groupings. We manage these risks in linewith our specific guidelines for each. The individual risk management divisions of our principal banking
subsidiaries are responsible for monitoring adherence to these guidelines and reporting to their respective
business policy committees.
Portfolios of Our Principal Banking Subsidiaries and Certain Other Core Group Companies
Mizuho Bank’s portfolio is diversified among relatively small accounts centered on individuals, domestic
corporations including mainly small and medium-sized enterprises and middle-market corporations, public sector
entities and other customers in Japan. While Mizuho Corporate Bank’s credit portfolio consists primarily of loans
to Japanese public companies and other major Japanese enterprises, it also includes a significant proportion ofloans to overseas corporations, including foreign subsidiaries of Japanese corporations, that are diversified in164terms of the regions in which the borrowers are located. While retaining the principal features of each of the twobanking subsidiaries’ respective portfolios, we aim to reduce expected losses while simultaneously utilizing
sophisticated financial tools based on which they make strategic acquisitions and sales of assets. While closely
monitoring the potential for unexpected losses, they also aim to raise overall group capital efficiency, boost
profitability and shareholder value, and enhance the sophistication of their credit risk management.
Market and Liquidity Risk Management
We define market risk as the risk of losses incurred by the group due to fluctuations in interest rates, stock
prices and foreign exchange rates. Our definition includes the risk of losses incurred when it becomes impossible
to execute transactions in the market because of market confusion or losses arising from transactions at pricesthat are significantly less favorable than usual. We define liquidity risk as the risk of losses arising from funding
difficulties due to a deterioration in our financial position that makes it difficult for us to raise necessary funds orthat forces us to raise funds at significantly higher interest rates than usual. Mizuho Financial Group manages
market and liquidity risk for the Mizuho group as a whole.
The following diagram shows our risk management structure:

Market and Liquidity Risk Management Structure
Mizuho FinancialMHFG
GroupBoard of Directors

Executive Management
Committee
ALM
Management Committee

CEO

Head of Risk Management
Group (CRO)

Risk Management Division• Set risk management policies• Approve limits• Give instructions concerning
risk management• Report the risk management
situation• Apply for limits

Core group companies
MizuhoCorporate
Bank

MizuhoBank

MizuhoTrust &
BankingMizuhoSecurities

Other
core groupcompanies

Each core group companies
company
Board of Directors
Executive Management
Committee
ALM
LM & Market Risk
Management Committee

CEO
Senior executive officers
responsible for risk management

Offices
Offices
Middle Offices

Risk Management Division

Board
Front
ofOffices
Directors

165

Market Risk Management StructureMarket Risk Management of the Mizuho GroupOur board of directors determines key matters pertaining to market risk management policies. The ALM &market risk management committee of Mizuho Financial Group broadly discusses and coordinates mattersrelating to basic asset and liability management policies, risk planning and market risk management and proposes
responses to emergencies such as sudden market changes. The chief risk officer of Mizuho Financial Group is
responsible for matters relating to market risk management planning and operations.
The Risk Management Division of Mizuho Financial Group is responsible for monitoring market risk,
reports and analyses, proposals, setting limits and guidelines, and formulating and implementing plans relating tomarket risk management. The Risk Management Division assesses and manages overall market risk of theMizuho group. It also receives reports from our principal banking subsidiaries and other core group companies
on their market risk management that enable it to obtain a solid grasp of the risk situation, submitting reports tothe chief executive officer on a daily basis and to our board of directors and the executive management
committee of Mizuho Financial Group on a regular basis.
To manage market risk, we set limits that correspond to risk capital allocations according to the risk profilesof our principal banking subsidiaries and other core group companies and thereby prevent market risk fromexceeding our ability to withstand losses based on our financial strength represented by capital, etc. The amountof risk capital allocated to market risk corresponds to VaR and additional costs that may arise in order to close
relevant positions. For trading and banking activities, we set limits for VaR and for losses. For banking activities,
we set position limits based on interest rate sensitivity as needed.
These limits are discussed and coordinated by the ALM & market risk management committee, discussed
further by the executive management committee, then determined by the chief executive officer. Various factors
are taken into account including business strategies, historical limit usage ratios, risk-bearing capacity (profits,
total capital and risk management systems), profit targets and the market liquidity of the products involved.
Market Risk Management at Our Principal Banking Subsidiaries and Other Core Group Companies
Our principal banking subsidiaries and Mizuho Securities which account for most of the Mizuho group’s
exposure to market risk have formulated their basic policies in line with the basic policies determined by Mizuho
Financial Group. Their boards of directors determine important matters relating to market risk management while
their chief executive officers are responsible for controlling market risk. Their respective business policy
committees, including their ALM & market risk management committees, are responsible for overall discussion
and coordination of market risk management. Specifically, these committees discuss and coordinate mattersrelating to basic asset and liability management policies, risk planning and market risk management and propose
responses to emergencies such as sudden market changes. The chief risk officer of each subsidiary is responsible
for matters pertaining to planning and implementing market risk management. Based on a common group risk
capital allocation framework, the above-mentioned subsidiaries manage market risk by setting limits according to
the risk capital allocated to market risk by Mizuho Financial Group.
These companies have established specialized company-wide market risk management divisions to provide
integrated monitoring of market risk, submit reports, analyses and proposals, set limits and formulate andimplement plans relating to market risk management. The risk management divisions of each company submit
reports on the status of market risk management to their respective chief executive officers and top management ona daily basis, and to their board of directors and executive management committee on a regular basis. They also
provide regular reports to Mizuho Financial Group. To provide a system of mutual checks and balances in market
operations, they have established middle offices specializing in risk management that are independent of their front
offices, which engage in market transactions, and their back offices, which are responsible for book entries andsettlements. When VaR is not adequate to control risk, the middle offices manage risk using additional risk indices,carry out stress tests and set stop loss limits as needed. They monitor their market liquidity risk for individual
financial products in the market while taking turnover and other factors into consideration.
166

Liquidity Risk Management Structure
Liquidity Risk Management of the Mizuho Group
Our liquidity risk management structure is generally the same as the market risk management structure
described above. However, the head of the Financial Control & Accounting Group of Mizuho Financial Group isadditionally responsible for matters relating to planning and running cash flow management operations, while the
Financial Planning Division is responsible for monitoring and adjusting the cash flow management situation andfor planning and implementing cash flow management. Reports on the cash flow situation are submitted to the
ALM & market risk management committee, the executive management committee and the chief executive
officer.
We measure liquidity risk using indices pertaining to cash flow, such as limits on funds raised in the market.
Limits on liquidity risk are discussed and coordinated by the ALM & market risk management committee,
discussed further by the executive management committee and determined by the chief executive officer. We
have established classifications for the cash flow conditions affecting the group, ranging from “normal” to “cause
for concern” and “critical,” and have established procedures for dealing with cases which are deemed to fall into
the “cause for concern” or “critical” categories. In addition, we have constructed a system under which we will
be able to respond smoothly in the event of emergency situations that affect our funding by establishing actionplans.
Liquidity Risk Management at Our Principal Banking Subsidiaries and Other Core Group Companies
The liquidity risk management structures of Mizuho Corporate Bank, Mizuho Bank, Mizuho Trust &Banking and Mizuho Securities are generally the same as the aforementioned market risk management structures,
but the senior executives responsible for risk management are responsible for matters pertaining to planning andconducting liquidity risk management, while the senior executives of the asset and liability management andtrading units are responsible for matters pertaining to planning and conducting cash flow management.
The methodologies used for ensuring precise control of liquidity risk include the formulation ofmanagement indices pertaining to cash flow, such as limits on funds raised in the market. As with Mizuho
Financial Group, the above-mentioned companies have established classifications for the cash flow affecting
them, ranging from “normal” to “cause for concern” and “critical,” and have established procedures for cases
which are deemed to fall into the “cause for concern” or “critical” categories.
Each subsidiary has adopted stringent controls that call for the submission of reports on liquidity risk
management and cash flow management to the ALM & market risk management committee and other business
policy committees, the executive management committee and the chief executive officer of each subsidiary.
Our Response to Dislocation in Global Financial Markets
The dislocation in global financial markets stemming from the U.S. subprime loan issues that began in thefiscal year ended March 31, 2008 worsened during the fiscal year ended March 31, 2009. Based on such market
environment, we have (i) strengthened the cash management of foreign currencies, (ii) strengthened the
management of maximum exposure limits for securitization and other products, (iii) strengthened the monitoringof trading of securitization and other products and (iv) conducted measurement of the amount of risk capital of
securitization and other products based on stress testing.

167

Back Testing and Stress Testing
In order to evaluate the effectiveness of market risk measurements calculated using the value-at-risk method,
we carry out regular back tests to compare value-at-risk with assumptive profits and losses. Assumptive profits andlosses accounts for general market risk. The graph below shows daily value-at-risk of trading activities for the fiscal
year ended March 31, 2009, and the corresponding paired distribution of profits and losses:
Back Testing for the fiscal year ended March 31, 2009
assumptive profit or loss
(billions of yen)

8
7
6
5
4
3
2
1
0
-1
-2
-3
-4
-5
-6
-7
-8
0

1

2

3

4

5

6

7

8

VaR (billions of yen)

We had one case where profits/losses exceeded value-at-risk during the period.
Because the value-at-risk method is based on statistical assumptions, we conduct stress testing to simulate
the levels of losses that could be incurred in cases where the market moves suddenly to levels that exceed theseassumptions. The stress testing methods we use include the calculation of losses on the basis of the largest
fluctuations occurring over a period of more than five years and the calculation of losses based on market
fluctuations occurring during historical market events. In addition, we conduct stress testing based on a sharp
drop in the price of securitization and other products due to diminished market liquidity stemming from the U.S.
subprime loan issues. The table below shows the assumed maximum loss results of stress testing in trading
activities using the methods described above:
Assumed maximum loss results

As of March 31, 2009
(in billions of yen)

Assumed maximum loss result calculated by stress testing (holding period: one month) . . . .
Assumed maximum loss result calculated by stress testing based on a sharp drop in the priceof securitization and other products due to diminished market liquidity (holding period:
one year) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥37.2

¥50.0

Outlier Criteria
As part of the new capital adequacy requirements under Basel II, the losses arising from a banking book in
hypothetical interest rate shock scenarios under certain stress conditions are calculated and compared with thesum of Tier 1 and Tier 2 capital. If the interest rate risk of the banking book leads to an economic value declineof more than 20% of the sum of Tier 1 and Tier 2 capital, we will be deemed an “outlier” and may be required toreduce the banking book risk or adopt other responses. We measure losses arising from our banking book eachmonth as a part of our stress tests.
168

The table below shows the results of calculations of losses in the banking book in cases where interest rate
fluctuations occur under stress conditions. The results of calculations of losses in the banking book show thatthey are 8.5% of broadly-defined capital. Because the amount of risk on the banking book is therefore well underthe 20% threshold and within controllable limits, we do not fall under the “outlier” category. The loss ratio tocapital decreased from the previous fiscal year due mainly to the reduction of interest rate risk related to the U.S.
dollar for the fiscal year ended March 31, 2009.
Results of calculations under the outlier framework

Amount of Broadly-defined Loss ratio tolosscapitalcapital(in billions of yen, except percentages)

As of March 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of March 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of March 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of yen interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dollar interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of euro interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥626.1
679.3
532.4
416.0
67.8
36.6

¥8,841.3
7,708.3
6,226.9

7.1%
8.8
8.5

Notes:(1) In the above results of calculations of losses, a part of demand deposits without fixed intervals for amending
applicable interest rates is deemed core deposits and is treated accordingly in the calculation.
(2) For the interest rate shock scenario used in connection with the above figures, we generate annual rate
fluctuation data for five years derived from daily raw historical interest rate data of the past six years andthen apply the actual fluctuation data, which show a rise in interest rates, at a 99.0% confidence level to theshock scenario.
Value-at-Risk
We use the value-at-risk (VaR) method, supplemented with stress testing, as our principal tool to measuremarket risk. The value-at-risk method measures the maximum possible loss that could be incurred due to market
movements within a certain time period (or holding period) and degree of probability (or confidence interval).
Trading Activities
VaR related to our trading activities is based on the following:•

variance co-variance model for linear risk and monte-carlo simulation for non-linear risk;•

confidence interval: one-tailed 99.0%;•

holding period of one day; and•historical observation period of one year.

169

The following tables show the VaR related to our trading activities by risk category for the fiscal years
ended March 31, 2007, 2008 and 2009 and as of March 31, 2007, 2008 and 2009:
Risk category

Fiscal year ended March 31, 2007
Daily average
Maximum
Minimum(in billions of yen)

As ofMarch 31, 2007

Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2.3
1.2
1.8
0.2

¥3.9
4.0
3.5
0.4

¥1.4
0.5
0.7
0.0

¥1.5
1.8
1.8
0.3

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥4.3

¥6.5

¥3.2

¥3.9

Risk category

Fiscal year ended March 31, 2008
Daily average
Maximum
Minimum(in billions of yen)

As ofMarch 31, 2008

Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2.3
2.0
1.6
0.2

¥3.8
6.4
2.8
0.3

¥1.5
0.9
0.8
0.1

¥2.6
4.4
1.3
0.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥4.4

¥7.9

¥3.0

¥6.7

Risk category

Fiscal year ended March 31, 2009
Daily average
Maximum
Minimum(in billions of yen)

As ofMarch 31, 2009

Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange . . . . . . . . . . . . . . . . . . . . . . . .
Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commodities . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥2.3
2.4
1.3
0.2

¥3.9
5.1
2.3
0.3

¥1.6
1.0
0.3
0.0

¥2.2
2.6
0.5
0.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥4.7

¥7.7

¥3.3

¥3.8

The following graph shows VaR figures of our trading activities for the fiscal year ended March 31, 2009:(VaR: billions of yen)

8
7
6
5
4
3
2
1

04/

01/
200
8
04/
15/
200
8
04/
29/
200
8
05/
13/
200
8
05/
27/
200
8
06/
10/
200
8
06/
24/
200
8
07/
08/
200
8
07/
22/
200
8
08/
05/
200
8
08/
19/
200
8
09/
02/
200
8
09/
16/
200
8
09/
30/
200
8
10/
14/
200
8
10/
28/
200
8
11/
11/
200
8
11/
25/
200
8
12/
09/
200
8
12/
23/
200
8
01/
06/
200
9
01/
20/
200
9
02/
03/
200
9
02/
17/
200
9
03/
03/
200
9
03/
17/
200
9
03/
31/
200
9

0

170

The following table shows VaR figures of our trading activities for the fiscal years indicated:
Fiscal years ended March 31,
2007
2008
2009
Change(in billions of yen, except number of cases)

As of fiscal year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maximum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The number of cases where profits/losses exceeded VaR . . . . . . .

¥

3.9
6.5
3.2
4.3
no cases

¥

6.7
7.9
3.0
4.4
no cases

¥3.8
7.7
3.3
4.7
1

¥(2.9)
(0.2)
0.3
0.3

Non-trading Activities
The VaR related to our banking activities is based on the same conditions as those of trading activities, but
the holding period is one month.
The graph below shows the VaR related to our banking activities excluding our strategic equity portfolio forthe year ended March 31, 2009.
(VaR: billions of yen)
(%)
350

1.6

300

1.4

250

1.2

200

1.0

150

0.8

100

0.6

VAR

50

Interest rate on five-year government bonds

0.4

009

9
200

0/2
03/
2

9
200

02/
03/

10/
02/

200

9

8
01/

21/

200

8

31/
12/

8

12/

11/

200

8

200
21/
11/

8

03/
11/

14/
10/

200

8

200

200

008
4/2

24/
09/

008

09/
0

8
200

5/2
08/
1

200

8

28/
07/

200

8

08/
07/

06/

18/

8

8
200

200
29/
05/

09/
05/

200

1/2
04/
2

01/
04/

008

0.2

8

0

The following table shows the VaR figures relating to our banking activities for the fiscal years indicated:2007

As of fiscal year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maximum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥213.2
251.5
103.1
179.4

Fiscal years ended March 31,
2008
2009
Change(in billions of yen)¥258.6
303.9
160.5
226.8

¥248.2
335.9
173.3
251.5

¥(10.4)
32.0
12.8
24.7

VaR is a commonly used market risk management technique. However, VaR models have the following
shortcomings:•

By its nature as a statistical approach, VaR estimates possible losses over a certain period at a particularconfidence level using past market movement data. Past market movement, however, is not necessarily
a good indicator of future events, particularly potential future events that are extreme in nature.
171

•

VaR may underestimate the probability of extreme market movements.

•

The use of a 99.0% confidence level does not take account of, nor makes any statement about, any
losses that might occur beyond this confidence level.

•

VaR does not capture all complex effects of various risk factors on the value of positions and portfolios
and could underestimate potential losses.

We also conduct interest sensitivity analyses of interest risk, our main source of market risk. The following
table shows sensitivity to yen interest risk in our banking activities as of the dates indicated. As shown in thetable, we have reduced overall sensitivity to the risk of future increases in interest rates. Interest rate sensitivity(10 BPV) shows how much net present value varies when interest rates rise by 10 basis (0.1%), and it explains
the impact of interest rate movements on net present value when short- and long-term interest rates behave
differently.
2007

As of March 31,
2008(in billions of yen)

2009

ChangeUp to one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
From one to five years . . . . . . . . . . . . . . . . . . . . . . .
Over five years . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥ (6)
(21)
(20)

¥ (7)
(14)
(27)

¥ (9)
(25)
(18)

¥ (2)
(11)
8

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥(48)

¥(48)

¥(53)

¥ (5)

Market Risk Equivalent
In order to calculate the amount of capital necessary to meet the capital requirements relating to market risk(the “market risk equivalent”), we apply internal models to calculate general market risk (risks related to factorsthat apply generally to the market, e.g., interest rates, foreign exchange rates) and the standardized measurement
method to calculate specific risks (risks other than general market risk, e.g., credit quality and market liquidity of
an individual security or instrument). In addition, our internal models are applied to trading transactions withmarket liquidity based on the relevant holding period. Under the internal models, the market risk equivalent iscalculated by taking the greater of (i) VaR on the calculation date and (ii) the average VaR for the preceding 60
business days (including the calculation date) multiplied by a multiplication factor ranging from 3.00 to 4.00 thatis determined based on the number of times VaR is exceeded upon back testing.
The following table shows total market risk equivalent as of the dates indicated calculated using thestandardized measurement method and internal models:
As of March 31,
2008
2009
(in billions of yen)

ChangeCalculated using standardized measurement method . . . . . . . . . . .
Calculated using internal models . . . . . . . . . . . . . . . . . . . . . . . . . .

¥112.951.2¥ 64.1
43.2¥(48.8)(8.0)

Total market risk equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥164.2¥107.3¥(56.8)Note:
VaR used to calculate Market Risk Equivalent is based on the following:•

variance co-variance model for linear risk and monte-carlo simulation for non-linear risk;•

confidence interval: one-tailed 99.0%;•

holding period of 10 days; and•historical observation period of one year.
172

Operational Risk Management
We define operational risk as the risk of loss that we may incur resulting from inadequate or failed internal
processes, people and systems or from external events. We recognize that operational risk includes information
technology risk, operations risk, legal risk, human resources risk, tangible asset risk, regulatory change risk andreputational risk. We have determined risk management policies concerning risk management structures andmethods for each kind of risk. Mizuho Corporate Bank, Mizuho Bank, Mizuho Trust & Banking, Mizuho
Securities, Mizuho Investors Securities and Trust & Custody Services Bank each manage operational risk in an
appropriate manner pursuant to risk management policies determined by Mizuho Financial Group.
Mizuho Financial Group, Mizuho Corporate Bank, Mizuho Bank, Mizuho Trust & Banking, Mizuho
Securities, Mizuho Investors Securities and Trust & Custody Services Bank share common rules for data
gathering, and we measure operational risk on a regular basis, taking into account possible future loss events andthe changes in the business environment and internal management.
We have established and are strengthening management methods and systems to appropriately identify,
assess, measure, monitor and control the operational risks which arise from the growing sophistication anddiversification of financial operations and developments relating to information technology by utilizing control
self-assessments and improving measurement methods.
Definition of Risks and Risk Management Methods
As shown in the table below, we have defined each component of operational risk and we apply appropriate
risk management methods in accordance with the scale and nature of each risk.
Definition

Information
Technology Risk

Principal Risk Management Methods

Risk that customers may suffer service
disruptions, or that customers or the group
may incur losses arising from system defects
such as failures, faults, or incompleteness incomputer operations, or illegal orunauthorized use of computer systems.

•

•

•
•

Operations Risk

Risk that customers may suffer service
disruptions, as well as the risk that customers
or the group may incur losses because senior
executives or employees fail to fulfill theirtasks properly, cause accidents or otherwise
act improperly.

•
•
•
•

•

173

Identify and evaluate the risk by setting
specific standards that need to becomplied with and implementing
measures tailored based on evaluation
results to reduce the risk.
Ensure ongoing project management insystems development and quality
control.
Strengthen security to prevent
information leaks.
Improve effectiveness of emergency
responses by improving backup systems
and holding drills.
Establish clearly defined procedures forhandling operations.
Periodically check the status ofoperational processes.
Conduct training and development
programs by headquarters.
Introduce information technology,
office automation and centralization for
operations.
Improve the effectiveness of emergency
responses by holding drills.

Definition

Legal Risk

Principal Risk Management Methods

Risk that the group may incur losses due toviolation of laws and regulations, breach ofcontract, entering into improper contracts orother legal factors.

•

•
•
Human
Resources Risk

Tangible Asset
Risk

Regulatory
ChangeRisk

Risk that the group may incur losses due todrain or loss of personnel, deterioration of
morale, inadequate development of humanresources, inappropriate working schedule,
inappropriate working and safety
environment, inequality or inequity in humanresource management or discriminatory
conduct.

••

Risk that the group may incur losses fromdamage to tangible assets or a decline in thequality of working environment as a result of
disasters, criminal actions or defects in asset
maintenance.

•

Risk that the group may incur losses due tochanges in various regulations or systems,
such as those related to law, taxation andaccounting.

•

•

•

•

•

Reputational
Risk

Risk that the group may incur losses due todamage to our credibility or the value of the“Mizuho” brand when market participants orothers learn about, or the media reports on,
various adverse events, including actual
materialization of risks or false rumors.

••

Review and confirm legal issues,
including the legality of material
decisions, agreements and external
documents, etc.
Collect and distribute legal informationand conduct internal training programs.
Analyze and manage issues related tolawsuits.
Conduct employee satisfaction surveys.
Understand the status of vacation days
taken by personnel.
Understand the status of voluntary
resignations.

Manage the planning andimplementation of construction projects
related to the repair and replacement offacilities.
Identify and evaluate the status ofdamage to tangible assets caused bynatural disasters, etc., and respond
appropriately to such damage.
Understand important changes inregulations or systems that havesignificant influence on our business
operations or financial condition in atimely and accurate manner.
Analyze degree of influence ofregulatory changes and establish
countermeasures.
Continuously monitor our regulatorychange risk management mentioned
above.
Establish framework to identify andmanage, on an integrated basis,
information that may have a serious
impact on group management andrespond to such risk in a manner
appropriate to its scale and nature.
Swiftly identify rumors and devise
appropriate responses depending on theurgency and possible impact of thesituation to minimize possible losses.

We also recognize and manage “Information Security Risk” and “Compliance Risk,” which constitute a
combination of more than one of the above components of operational risk, as operational risk.
174

Certification of Information Security Management System
Mizuho Financial Group obtained certifications for the Information Security Management Systems of alldivisions of the company under both the Conformity Assessment Scheme, “ISO/IEC27001: 2005,” theinternational standard, and “JIS Q 27001: 2006,” the domestic standard. Mizuho Bank also obtained the same
certifications for its “Planning, promotion and sales supporting divisions of financial products and services forindividuals, corporate and public sector customers” of the head office. Mizuho Financial Group, as the holding
company for the Mizuho group, is responsible for the planning, design and promotion of information security
management of its group companies and has implemented various measures to enhance our management of
information security, including protection of personal information. Mizuho Financial Group will encourage its
other group companies to obtain similar certifications and will continue to make efforts to further strengthen
information security management of the entire group.
Compliance
As one of Japan’s leading comprehensive financial groups, we remain conscious of the importance of oursocial responsibilities and public mission at all times. We define compliance as “the strict observance of all laws
and regulations and the pursuit of fair and honest corporate activities that conform to the norms accepted bysociety” and view ongoing compliance as one of the basic principles of sound business management. Each of ourgroup companies maintains its own compliance structure in line with the basic policies established by Mizuho
Financial Group.
Compliance Structure
The chief executive officer of Mizuho Financial Group, Mizuho Corporate Bank and Mizuho Bank eachgenerally oversees compliance matters of the respective company, and such chief executive officers also head
their respective compliance committees at which important matters concerning compliance are discussed. The
three companies also have individual compliance divisions under a chief compliance officer. These divisions are
responsible for compliance planning and implementation and control overall compliance management at therespective companies. At the level of each organizational unit (such as branches and divisions) at the threecompanies, the head of the unit is responsible for guidance and implementation related to compliance matterswithin such unit, and the compliance officer or the compliance administrator at each unit reviews the status ofcompliance.
Other core group companies such as Mizuho Trust & Banking and Mizuho Securities have also establishedcompliance structures adapted to the characteristics of their respective businesses.
Mizuho Financial Group monitors the status of compliance of the Mizuho group through reports submitted
by our principal banking subsidiaries and other core group companies and adopts appropriate responses whennecessary.
Compliance at subsidiaries of our principal banking subsidiaries and other core group companies ismonitored and managed by their respective parent.
Compliance Activities
We have established the “Mizuho Code of Conduct,” which sets forth clear and concrete standards of ethicalbehavior, and distributed it to all directors, senior management and employees of the Mizuho group so that they
are well aware of its content and act accordingly.
Each of our group companies has also prepared a compliance manual, which serves as a practical guidebook
for rigorous compliance enforcement and clarifies the laws and regulations that the group companies mustobserve in pursuing their business activities and the compliance activities they are required to follow.
175

We conduct compliance training for directors, senior management and employees so that they are fullyacquainted with the contents of the manual. We monitor the status of compliance levels through self assessments
conducted by individual organizational units and monitoring conducted by the compliance division of eachcompany.
Every fiscal year, each of our group companies establishes a compliance program, which contains concretemeasures for compliance enforcement such as measures related to the management of the complianceframework, training and assessments. Progress regarding the implementation of the compliance program ismonitored every six months.
Internal Audit
Internal audits are designed as an integrated process, independent from other business operations, forevaluating the extent to which internal control achieves its objectives in key areas, including appropriate risk
management, efficient and effective business operations, reliable financial reporting and compliance with laws,
regulations and internal rules. We conduct internal audits from an objective and comprehensive standpoint,
independent of operational reporting lines, and offer advice and remedial recommendations in connection withany problems that may be identified. Through this process, internal audits assist the boards of directors of each of
our group companies to fulfill their managerial duties efficiently and effectively.
In line with the Basic Policy for Internal Audit established by Mizuho Financial Group, our principal
banking subsidiaries and other core group companies conduct internal audits, which include the auditing of theirrespective subsidiaries. In addition, with respect to the management of risks applicable across the Mizuho group,
we coordinate internal audits throughout the group to assess the risk management status of the group as a whole.
Internal Audit Management Structure
Mizuho Financial Group
Our internal audit committee determines all important matters concerning internal audits. The committee ischaired by our president and chief executive officer and is independent of our other business operations.
Our internal audit committee monitors and manages internal audits at our principal banking subsidiaries andother core group companies through internal audit reports submitted by such subsidiaries. Our internal audit
committee discusses and makes decisions regarding internal audits at our principal banking subsidiaries and othercore group companies and submits the results, together with the results of their examination of the internal audit
reports, to our board of directors.
Mizuho Corporate Bank and Mizuho Bank
Mizuho Corporate Bank and Mizuho Bank have also established internal audit committees that are
independent of their other business operations.
Mizuho Corporate Bank and Mizuho Bank have established internal audit divisions and credit review
divisions to conduct internal audits at their respective domestic and overseas business offices, head officedivisions and group companies. Specifically, the internal audit divisions assess the suitability and effectiveness ofbusiness activities associated with compliance and risk management. The credit review divisions audit credit
ratings and the status of credit management in addition to auditing the self-assessment of assets to verify theaccuracy and suitability of matters deemed necessary to assure the soundness of assets.
Other Core Group Companies
Mizuho Trust & Banking, Mizuho Securities and our other core group companies have also establishedeffective and efficient internal audit structures adapted to the characteristics of their respective businesses.
176

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

177

PART IIITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESNone.
ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS

None.
ITEM 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
We carried out an evaluation under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ourdisclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) asof March 31, 2009. There are inherent limitations to the effectiveness of any system of disclosure controls andprocedures, including the possibility of human error and the circumvention or overriding of the controls andprocedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, notabsolute, assurance of achieving their control objectives. Also, projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate. Based upon the evaluation referred
to above, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of ourdisclosure controls and procedures as of March 31, 2009 were effective to provide reasonable assurance that
information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our internal control overfinancial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance with applicable generally accepted
accounting principles. Our internal control over financial reporting includes those policies and procedures that:(i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of our assets;(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of management and directors;
and(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

178

Our management evaluated the effectiveness of our internal control over financial reporting as of March 31,
2009 based on the criteria established in “Internal Control—Integrated Framework” issued by the Committee ofSponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation, management has
concluded that we maintained effective internal control over financial reporting as of March 31, 2009.
Our independent registered public accounting firm, Ernst & Young ShinNihon LLC has issued an attestation
report on our internal control over financial reporting as of March 31, 2009, which appears on page F-3.
Attestation Report of the Registered Public Accounting Firm
See the attestation report of our independent registered public accounting firm, Ernst & Young ShinNihon
LLC, which appears on page F-3.
Changes in Internal Control over Financial Reporting
During the period covered by this annual report, there were no changes in our internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, our internal control overfinancial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTOur board of corporate auditors has determined that Mr. Masahiro Seki is an “audit committee financial
expert” as defined in Item 16A of Form 20-F and is “independent” as defined in the listing standards of the
NYSE. Mr. Seki, a corporate auditor, has spent most of his career auditing Japanese companies that prepare theirfinancial statements based on accounting standards generally accepted in the United States as well as
multinational companies that operate in Japan and is a Japanese-qualified certified public accountant.
ITEM 16B. CODE OF ETHICS
Mizuho Financial Group has adopted a code of ethics, which is applicable to all directors and executive
officers, as well as all managers and other employees of the Company who engage in financial reporting,accounting or disclosure. The code of ethics is included in this annual report as Exhibit 11.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees for Services provided by Ernst & Young ShinNihon LLC
The aggregate fees billed by Ernst & Young ShinNihon LLC (“E&Y”), our independent registered public
accounting firm, and its affiliates, for the fiscal years ended March 31, 2008 and 2009 are presented in thefollowing table:
Fiscal year ended March 31,
2008
2009
(in millions of yen)

Audit fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-related fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other fees(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥5,730656
100
50¥4,783512
74
22

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥6,536¥5,391

Notes:(1) Audit fees include fees related to the audit of U.S. GAAP financial statements as well as Japanese GAAP
financial statements used for home-country reporting purposes.
179

(2) Audit-related fees include fees for services relating to agreed-upon procedures on internal controls, due
diligence services related to our securitization business and services related to the implementation ofSection 404 of the Sarbanes-Oxley Act.
(3) Tax fees include fees for services relating to the preparation of tax returns and tax advice.
(4) All other fees include fees for services relating to education to improve the financial business knowledge of
our employees.
Pre-Approval Policies and Procedures
We established the pre-approval policies and procedures required by the Sarbanes-Oxley Act on April 1,
2006. Under the procedures, Mizuho Financial Group and its subsidiaries must apply to our corporate auditors
for pre-approval before entering into an agreement regarding audit and permitted non-audit services with E&Y.
We follow two types of pre-approval policies and procedures:
General pre-approval . . . . . . . . . . . . . . . .

General pre-approval is required for services which are
expected to be performed during a given fiscal year. Ourboard of corporate auditors reviews the fees for eachservice and the maximum amount of aggregate fees that
may be incurred and authorizes pre-approval at the
beginning of each fiscal year.

Specific pre-approval . . . . . . . . . . . . . . .

For those services which have not been approved pursuant
to the general pre-approval procedure, specific preapproval by our corporate auditors is required prior toeach engagement. With respect to such services, two fulltime corporate auditors must provide pre-approval andreport such pre-approval at the monthly meeting of theboard of corporate auditors.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Mizuho Financial Group does not have an audit committee. We are relying on the general exemption
contained in Rule 10A-3(c)(3) under the Exchange Act, which provides an exemption from the NYSE’s listing
standards relating to audit committees for foreign companies that have a board of corporate auditors that meet therequirements set forth in Rule 10A-3(c)(3). Our reliance on Rule 10A-3(c)(3) does not, in our opinion, materiallyadversely affect the ability of our board of corporate auditors to act independently and to satisfy the otherrequirements of Rule 10A-3.

180ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
The following table sets forth purchases of our common stock by us and our affiliated purchasers during the
fiscal year ended March 31, 2009:
Maximum
number of sharesthat may yet bepurchased under
the plans orprograms

Total number ofshares purchased

Average pricepaid per share

Total number ofshares purchased
as part of publicly
announced plansor programs

April 1 to April 30, 2008 . . . . . . . . . . . . . . . . .
May 1 to May 31, 2008 . . . . . . . . . . . . . . . . . .
June 1 to June 30, 2008 . . . . . . . . . . . . . . . . . .
July 1 to July 31, 2008 . . . . . . . . . . . . . . . . . .
August 1 to August 31, 2008 . . . . . . . . . . . . . .
September 1 to September 30, 2008 . . . . . . . .
October 1 to October 31, 2008 . . . . . . . . . . . .
November 1 to November 30, 2008 . . . . . . . .
December 1 to December 31, 2008 . . . . . . . . .
January 1 to January 31, 2009 . . . . . . . . . . . . .
February 1 to February 28, 2009 . . . . . . . . . . .
March 1 to March 31, 2009 . . . . . . . . . . . . . . .

29,29030,24047,130283,693,680
116,680
100,150
66,87049,410191,930
0
3,207
7,446

¥421
525
561
529
488
452
391
247
242
0
218
190

—
—
—
283,500,000
—
—
—
—
—
—
—
—

—
—
600,000,000
—
—
—
—
—
—
—
—
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .

284,336,033¥529

283,500,000

600,000,000

Notes:(1) The figures in this table and footnotes prior to January 4, 2009 have been adjusted to reflect the allotmentsof shares at the rate of 999 shares per 1 share, effective as of January 4, 2009.
(2) A total of 836,033 shares were purchased other than through a publicly announced plan or program during
the fiscal year ended March 31, 2009, due to our purchase of fractional shares or shares constituting lessthan one (1) unit from registered holders of fractional shares or shares constituting less than one (1) unit at
the current market price of those shares.
(3) On May 15, 2008, our board of directors resolved to acquire up to 600 million shares of our common stock
for an aggregate purchase price of ¥150 billion during the period from June 10, 2008 to November 30, 2008.
In accordance with such resolution, we acquired 283,500 thousand shares for an aggregate purchase price of¥149,990,515,000 and announced the conclusion of such acquisition on July 24, 2008.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Our corporate governance practices are governed by applicable Japanese law, specifically the Company
Law and Financial Instruments and Exchange Law of Japan, and our Articles of Incorporation. Also, because ourshares are registered with the U.S. Securities and Exchange Commission and are listed on the New York Stock
Exchange (“NYSE”), we are subject to corporate governance requirements applicable to NYSE-listed foreign
private issuers. NYSE-listed companies that are foreign private issuers meeting certain criteria are permitted tofollow home country practices in lieu of certain provision of Section 303A, and we are relying on this exemption.

181

A NYSE-listed foreign private issuer is required to provide to its US investors, a brief, general summary of
the significant differences of corporate governance practices that differ from US companies under NYSE listing
standards. The following is a summary of the significant ways in which our corporate governance practices differ
from NYSE standards followed by U.S. companies:•

A NYSE- listed U.S. company is required to have an audit committee composed entirely of independent
directors. Under the Japanese Company Law, we are required to have a corporate governance system basedon either (i) a board of corporate auditors or (ii) committees. We adopt a corporate governance system basedon a board of corporate auditors. The basic function of the board of corporate auditors is similar to that ofindependent directors, including those who are members of the audit committee, of a NYSE-listed U.S.
company, i.e., to monitor the performance of the directors and review and express opinions on the method ofauditing by the independent public accounting firm and on such accounting firm’s audit reports for theprotection of the company’s shareholders. Under the Company Law, we are required to have at least half ofour corporate auditors be outside corporate auditors who meet the independence requirements under theCompany Law. Currently, three of our five corporate auditors are outside corporate auditors that meet such
independence requirements. In addition, none of the corporate auditors may at the same time be directors,
managers or employees of the company or any subsidiaries, or accounting participants or executive officersof such subsidiaries. While the Company Law does not require corporate auditors to have expertise inaccounting or other special knowledge and experience, one of our corporate auditors is a certified public
accountant. We rely on an exemption from the audit committee requirements imposed by Rule 10A-3 of the
U.S. Securities Exchange Act of 1934, as amended, which is available to foreign private issuers with a boardof auditors (or similar body) meeting specified criteria. With respect to our board of corporate auditors, thecriteria that we meet include the following:•

responsible, to the extent permitted by law, for the appointment, retention and supervision of thework of a registered public accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attestation services for us;•

subject to procedures for the receipt, retention and treatment of complaints and the confidential,
anonymous submission of concerns by employees regarding the status of our internal control systemon accounting and financial reporting and internal and external audits;•each corporate auditor has the authority to engage independent counsel and other advisers if suchengagement is necessary to carry out his or her duties; and•each corporate auditor has the ability to require us to pay any and all expenses necessary forcarrying out his or her duties.

•

A NYSE- listed U.S. company is required to have a nominating/corporate governance committee and acompensation committee, all of which must be composed entirely of independent directors. While we, acompany which has corporate auditors, are not required to establish a nominating committee or a compensationcommittee under Japanese law, we voluntarily established similar committees, each with six members, three of
which are outside directors, to advise the board of directors on these matters in order to ensure transparency andimpartiality in matters of personnel decisions affecting the board of directors and directors’ compensation.

•

The Company Law of Japan requires that the aggregate amount of remuneration to be paid to all
directors and the aggregate amount of remuneration to be paid to all corporate auditors to be determinedby a resolution of a general meeting of shareholders, unless their remuneration is provided for in thearticles of incorporation. Based on the above resolution, the distribution of remuneration among
directors is broadly delegated to our board of directors, which takes into consideration the advisory
opinion by the compensation committee, and the distribution of remuneration among corporate auditors
is determined by consultation among our corporate auditors.

•

A NYSE-listed U.S. company must adopt a code of business conduct and ethics and must post the codeon its website. While we are not required to adopt such code under Japanese law or the rules of stock
exchanges in Japan on which we are listed, we maintain the “Mizuho Code of Conduct” as our standard
for corporate conduct to be observed by our directors, officers and employees.
182PART IIIITEM 17.

FINANCIAL STATEMENTS

We have elected to provide the financial statements and related information specified in Item 18.
ITEM 18.

FINANCIAL STATEMENTS

The information required by this item is set forth in our consolidated financial statements starting on pageF-1 of this annual report.
ITEM 19.

EXHIBITS

Exhibit
NumberDescription of Exhibits

1.1

Articles of Incorporation of Mizuho Financial Group, Inc., dated June 25, 2009 (English Translation)

1.2

Bylaws Regarding the Board of Directors of Mizuho Financial Group, Inc., effective fromJanuary 8, 2003 and as amended on June 27, 2006 (English Translation)*

1.3

Regulations of Board of Corporate Auditors of Mizuho Financial Group, Inc., effective fromJanuary 9, 2003 and as amended on September 25, 2006 (English Translation)*

1.4

Share Handling Regulations of Mizuho Financial Group, Inc., dated January 5, 2009 (English
Translation)

2.1

Form of American Depositary Receipt

2.2

Form of Deposit Agreement among the registrant, The Bank of New York Mellon (formerly The
Bank of New York) as Depositary and all owners and holders from time to time of American
Depositary Receipts issued thereunder*

8

List of significant subsidiaries of Mizuho Financial Group, Inc.—see “Item 4.C. Information on the
Company—Organizational Structure.”

11

Code of Ethics of Mizuho Financial Group, Inc.**

12.1

CEO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).

12.2

CFO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).

13.1

Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) and Section 1350 of Chapter 63 of
Title 18 of the United States Code (18 U.S.C. 1350).

***

Incorporated by reference to our registration statement on Form 20-F (No. 001-33098) filed on October 19,
2006.
Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on August 10, 2007.

183

SELECTED STATISTICAL DATA
In preparing the selected statistical data set forth below, foreign activities are defined as business transactions
that involve customers residing outside of Japan. However, as the operations of Mizuho Financial Group, Inc.
and its subsidiaries (“the MHFG Group” or “the Group”) are highly integrated globally, the MHFG Group has
made certain estimates and assumptions in allocating assets, liabilities, income and expense between domestic
and foreign operations. The Group considers domestic and foreign activities determined by such methods to be
representative of the Group’s operations.

A-1

I. Distribution of assets, liabilities and shareholders’ equity; interest rates and interest differential
Average balances of balance sheet items, interest and dividend income, interest expense and average yields andrates
The following tables show the MHFG Group’s average balances of balance sheet items, Interest and dividend
income, Interest expense, average yields on interest-earning assets, and average rates on interest-bearing
liabilities for the fiscal years ended March 31, 2007, 2008 and 2009. Average balances are generally based on adaily average. Month-end or quarter-end averages are used for certain average balances where it is notpracticable to obtain applicable daily averages. The average balances determined by such methods are considered
to be representative of the MHFG Group’s operations.
2007

Averagebalance

2008

Interest anddividend Average
incomeyield

Averagebalance2009

Interest anddividend Average
incomeyield

Averagebalance

Interest anddividend Average
incomeyield(in millions of yen, except percentages)

Assets:Interest-earning assets:
Interest-bearing deposits inother banks:
Domestic . . . . . . . . . . .
Foreign . . . . . . . . . . . .

585,726
1,231,120

29,72946,856

5.08%
3.81%

779,287
1,439,143

24,79253,552

3.18%
3.72%

1,903,047
942,094

12,034
26,048

0.63%
2.76%

Total . . . . . . . . . . . . . .

1,816,846

76,585

4.22%

2,218,430

78,344

3.53%

2,845,141

38,082

1.34%

Call loans and funds sold,
and receivables underresale agreements andsecurities borrowing
transactions:
Domestic . . . . . . . . . . .
Foreign . . . . . . . . . . . .

7,965,490
9,574,941

25,396477,841

0.32% 7,543,809
4.99% 11,259,822

49,240534,762

0.65%
4.75%

6,987,834
8,739,254

39,812
169,091

0.57%
1.93%

Total . . . . . . . . . . . . . . 17,540,431

503,237

2.87% 18,803,631

584,002

3.11% 15,727,088

208,903

1.33%

6,695,053
3,865,653

19,87749,603

0.30%
1.28%

7,388,942
4,337,103

34,14050,286

0.46% 5,972,190
1.16% 14,179,939

37,475249,983

0.63%
1.76%

Trading account assets:
Domestic . . . . . . . . . . .
Foreign . . . . . . . . . . . .

Total . . . . . . . . . . . . . . 10,560,706

69,4800.66% 11,726,045

84,426

0.72% 20,152,129

287,458

1.43%

Investments:
Domestic . . . . . . . . . . . 28,106,504
Foreign . . . . . . . . . . . . 8,882,618

234,150
378,751

0.83% 27,900,453
4.26% 9,840,043

282,028
446,558

1.01% 26,471,682
4.54% 3,622,782

264,249
102,675

1.00%
2.83%

Total . . . . . . . . . . . . . . 36,989,122

612,901

1.66% 37,740,496

728,586

1.93% 30,094,464

366,924

1.22%

Loans (Note):
Domestic . . . . . . . . . . . 58,401,018
Foreign . . . . . . . . . . . . 9,641,893

899,095
478,009

1.54% 57,661,789 1,020,208
4.96% 10,860,713
614,694

1.77% 59,386,946 1,019,007
5.66% 10,669,774
463,817

1.72%
4.35%

Total . . . . . . . . . . . . . . 68,042,911 1,377,104

2.02% 68,522,502 1,634,902

2.39% 70,056,720 1,482,824

2.12%

Total interest-earning
assets:Domestic . . . . . . . . . . . 101,753,791 1,208,247
Foreign . . . . . . . . . . . . 33,196,225 1,431,060

1.19% 101,274,280 1,410,408
4.31% 37,736,824 1,699,852

1.39% 100,721,699 1,372,577
4.50% 38,153,843 1,011,614

1.36%
2.65%

Total . . . . . . . . . . . . . . 134,950,016 2,639,307

1.96% 139,011,104 3,110,260

2.24% 138,875,542 2,384,191

1.72%

2,208,468

1,922,379

1,713,387

Noninterest-earning assets:
Cash and due frombanks . . . . . . . . . . . . . . . .
Other noninterest-earning
assets . . . . . . . . . . . . . . . .
Allowance for loan
losses . . . . . . . . . . . . . . . .

6,323,847

7,247,988

7,369,161(1,248,843)(1,088,628)(903,700)

Total noninterestearning assets . . . . .

7,283,472

8,081,739

8,178,848

Total average assets . . . . . . . . 142,233,488

147,092,843

147,054,390

Note: Average balances of loans include all nonaccrual loans. The amortized portion of net loan origination fees (costs) is included ininterest income on loans.

A-2

Within total average assets, the percentage attributable to foreign activities was 24.1%, 26.7% and 27.4%,
respectively, for the fiscal years ended March 31, 2007, 2008 and 2009.
Averagebalance

2007
2008
Interest Average Average
Interest Average Average
expenseratebalanceexpenseratebalance(in millions of yen, except percentages)

2009Interest Average
expenserate

62,072,831
8,675,000

234,520
349,091

0.38%
4.02%

64,295,733
9,349,287

337,497
416,683

0.52%
4.46%

67,047,253
7,249,920

287,861
199,609

0.43%
2.75%

Total . . . . . . . . . . . . . . . . . . . . . 70,747,831

583,6110.82%

73,645,020

754,180

1.02%

74,297,173

487,4700.66%

5,629,233

34,0830.61%

3,965,305

23,7460.60%

2,754,818

17,5940.64%

19,220,281
12,651,419

81,708620,465

0.43%
4.90%

19,043,323
15,538,508

158,289
737,405

0.83%
4.75%

21,299,236
11,870,832

150,616
224,801

0.71%
1.89%

Total . . . . . . . . . . . . . . . . . . . . . 31,871,700

702,173

2.20%

34,581,831

895,694

2.59%

33,170,068

375,417

1.13%

Liabilities and shareholders’equity:Interest-bearing liabilities:
Deposits:
Domestic . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . .

Debentures—Domestic . . . . . . . .
Short-term borrowings (Note):
Domestic . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . .

Trading account liabilities:
Domestic . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . .

4,658,215
3,597,178

13,68058,020

0.29%
1.61%

4,232,390
3,361,223

8,213
18,894

0.19%
0.56%

2,441,810
7,357,283

6,557
11,471

0.27%
0.16%

Total . . . . . . . . . . . . . . . . . . . . .

8,255,393

71,7000.87%

7,593,613

27,1070.36%

9,799,093

18,0280.18%

Long-term debt:
Domestic . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . .

5,796,640
455,893

161,332
18,490

2.78%
4.06%

7,548,752
784,674

187,500
23,295

2.48%
2.97%

8,009,673
888,695

177,589
25,917

2.22%
2.92%

Total . . . . . . . . . . . . . . . . . . . . .

6,252,533

179,8222.88%

8,333,426

210,795

2.53%

8,898,368

203,506

2.29%

97,377,200 525,323
25,379,490 1,046,066

0.54%
4.12%

99,085,503 715,245
29,033,692 1,196,277

0.72% 101,552,790
4.12% 27,366,730

640,217461,798

0.63%
1.69%
0.85%

Total interest-bearing liabilities:
Domestic . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . .

1.28% 128,119,195 1,911,522

1.49% 128,919,520 1,102,015

Noninterest-bearing liabilities . . . . .

Total . . . . . . . . . . . . . . . . . . . . . 122,756,690 1,571,389
15,390,390

14,960,520

15,912,582

Shareholders’ equity . . . . . . . . . . . . .

4,086,408

4,013,128

2,222,288

Total average liabilities andshareholders’ equity . . . . . . . . . . . 142,233,488

147,092,843

147,054,390

Net interest income and averageinterest rate spread . . . . . . . . . . . .
Net interest income as a percentageof average total interest-earning
assets . . . . . . . . . . . . . . . . . . . . . . .

1,067,918

0.68%

0.79%

1,198,738

0.75%

0.86%

1,282,176

0.87%

0.92%

Note: Short-term borrowings consist of Due to trust accounts, Call money and funds purchased, Payables under repurchase agreements andsecurities lending transactions, Commercial paper, and Other short-term borrowings.

Within total average liabilities, which is the total of interest-bearing liabilities and noninterest-bearing liabilities
shown in the above table, the percentage attributable to foreign activities was 19.0%, 21.2% and 22.3%,
respectively, for the fiscal years ended March 31, 2007, 2008 and 2009.

A-3

Analysis of net interest income
The following tables show changes in the MHFG Group’s Interest and dividend income, Interest expense, andNet interest income based on changes in volume and changes in rate for the fiscal year ended March 31, 2008
compared to the fiscal year ended March 31, 2007 and the fiscal year ended March 31, 2009 compared to thefiscal year ended March 31, 2008. Changes attributable to the combined impact of changes in rate and volume
have been allocated proportionately to the changes due to volume changes and changes due to rate changes.
Fiscal year ended March 31, 2008
Fiscal year ended March 31, 2009versusversusfiscal year ended March 31, 2007
fiscal year ended March 31, 2008
Increase (decrease)
Increase (decrease)
due to changes indue to changes in
Net
Net
VolumeYieldchangeVolumeYieldchange(in millions of yen)Interest and dividend income:Interest-bearing deposits in other banks:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

6,158
7,741

(11,095)(1,045)(4,937)
6,696

7,106
(15,770)(19,864)(11,734)(12,758)(27,504)

Total . . . . . . . . . . . . . . . . . . . . . . . . .

13,899(12,140)

1,759(8,664)(31,598)(40,262)

Call loans and funds sold, and receivables
under resale agreements and securities
borrowing transactions:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

(1,344) 25,188
80,020 (23,099)

23,844(3,459)(5,969)(9,428)56,921 (100,258) (265,413) (365,671)

Total . . . . . . . . . . . . . . . . . . . . . . . . .

78,676

2,089

80,765(103,717) (271,382) (375,099)

Trading account assets:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

2,240
5,466

12,023(4,783)

14,263683(6,545)
162,439

9,880
37,258

3,335
199,697

Total . . . . . . . . . . . . . . . . . . . . . . . . .

7,706

7,240

14,946

155,894

47,138203,032

Investments:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

(1,717)42,46949,59525,33847,87867,807(14,299)(3,480) (17,779)(215,699) (128,184) (343,883)

Total . . . . . . . . . . . . . . . . . . . . . . . . .

40,75274,933

115,685(229,998) (131,664) (361,662)(11,381) 132,494
64,461
72,224

121,113
136,685

29,590(30,791)(1,201)(10,630) (140,247) (150,877)

53,080204,718

257,798

18,960Total interest and dividend income:Domestic . . . . . . . . . . . . . . . . . . . . . .
(6,044) 208,205
Foreign . . . . . . . . . . . . . . . . . . . . . . . 200,157
68,635202,161
268,792

12,393(50,224) (37,831)(179,918) (508,320) (688,238)

470,953(167,525) (558,544) (726,069)

Loans:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . 194,113

A-4

276,840(171,038) (152,078)

Fiscal year ended March 31, 2008
Fiscal year ended March 31, 2009versusversusfiscal year ended March 31, 2007
fiscal year ended March 31, 2008
Increase (decrease)
Increase (decrease)
due to changes indue to changes in
Net
Net
VolumeRatechangeVolumeRatechange(in millions of yen)Interest expense:
Deposits:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

8,674
28,35894,30339,234

102,977
67,592

11,831(61,467) (49,636)(80,333) (136,741) (217,074)

Total . . . . . . . . . . . . . . . . . . . . . . . . .

37,032

133,537

170,569(68,502) (198,208) (266,710)

Debentures—Domestic . . . . . . . . . . . . . . .
(9,968)(369) (10,337)(7,250)
1,098(6,152)
Short-term borrowings:
Domestic . . . . . . . . . . . . . . . . . . . . . .
(752) 77,333
76,581
15,960(23,633)(7,673)Foreign . . . . . . . . . . . . . . . . . . . . . . . 137,012 (20,072) 116,940 (144,557) (368,047) (512,604)
Total . . . . . . . . . . . . . . . . . . . . . . . . . 136,260

57,261

193,521(128,597) (391,680) (520,277)

Trading account liabilities:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

(1,160) (4,307) (5,467)(3,579) (35,547) (39,126)(3,474)
6,230

1,818
(13,653)(1,656)(7,423)

Total . . . . . . . . . . . . . . . . . . . . . . . . .

(4,739) (39,854) (44,593)

2,756(11,835)(9,079)Long-term debt:
Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .

43,5209,761(17,352)(4,956)

26,168
4,805

10,222
3,033(20,133)(411)(9,911)
2,622

Total . . . . . . . . . . . . . . . . . . . . . . . . .

53,281(22,308)

30,973

13,255(20,544)(7,289)Total interest expense:
Domestic . . . . . . . . . . . . . . . . . . . . . . 40,314
Foreign . . . . . . . . . . . . . . . . . . . . . . . 171,552
Total . . . . . . . . . . . . . . . . . . . . . . . . . 211,866
Net interest income:Domestic . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . .

149,608 189,922
27,289 (102,317) (75,028)(21,341) 150,211 (215,627) (518,852) (734,479)
128,267

340,133(188,338) (621,169) (809,507)

58,597
89,976

12,239118,581(14,896)
35,70952,093
10,532

37,197
46,241(17,753) 148,573

130,820

20,81362,62583,438(46,358)
28,605A-5

II. Investment portfolio
The following table shows amortized cost, fair value and net unrealized gains (losses) of available-for-sale andheld-to-maturity securities at March 31, 2007, 2008 and 2009:
2007

2008
2009
Net
Net
Net
unrealized
unrealized
unrealized
gains
gains
gains
Amortized
Amortized
Amortized
cost
Fair value (losses)
cost
Fair value (losses)
cost
Fair value (losses)(in millions of yen)
Available-for-sale securities: (1)Domestic:
Japanese government
bonds . . . . . . . . . . . . . . . 14,524,884 14,516,016(8,868) 16,216,080 16,212,421(3,659) 18,450,323 18,458,118
Agency mortgage-backed
securities (2) . . . . . . . . . .
261,629
258,645(2,984)251,028
251,519491
160,169
156,665
Corporate bonds and otherdebt securities . . . . . . . . 5,392,064 5,371,722(20,342) 5,566,096 5,573,470
7,374 4,734,775 4,717,274
Equity securities(marketable) . . . . . . . . . 2,514,198 6,169,088 3,654,890 2,501,616 4,391,998 1,890,382 2,221,238 2,853,907

632,669

Total domestic . . . . . . . . . . 22,692,775 26,315,471 3,622,696 24,534,820 26,429,408 1,894,588 25,566,505 26,185,964

619,459

Foreign:
U.S. Treasury bonds . . . . .
Other foreign gov’t
bonds . . . . . . . . . . . . . . .
Agency mortgage-backed
securities (3) . . . . . . . . . .
Corporate bonds and otherdebt securities . . . . . . . .
Equity securities(marketable) . . . . . . . . .

7,795(3,504)(17,501)

2,044,045 2,051,847

7,802

2,571,051 2,549,932(21,119)

189,491

193,2613,770

2,866,136 2,996,479

130,343

1,768,307 1,867,778

99,471

181,871

182,004133

2,181,798 2,228,921

47,123

1,311,319 1,269,227(42,092)

48,10849,154

1,046

2,196,570 2,183,109(13,461) 2,160,272 2,134,779(25,493)

946,045928,191(17,854)

16,016

94,84017,979Total foreign . . . . . . . . . . . 9,365,410 9,555,196

189,786

16,160144

1,381,531 1,368,770(12,761)

Total . . . . . . . . . . . . . . . . . . . . . 32,058,185 35,870,667 3,812,482 32,463,673 34,371,638 1,907,965 26,948,036 27,554,734

606,698

Held-to-maturity securities:
Domestic:
Japanese government
bonds . . . . . . . . . . . . . . .
Corporate bonds and otherdebt securities . . . . . . . .

76,861

120,5142,610

7,928,853 7,942,230

117,904

13,377

969,069

967,192(1,877)

489,978490,078

100

50,03950,140101

49,97149,797(174)

48,54648,550

4

11,189

11,193

4

Total domestic . . . . . . . . . . 1,019,040 1,016,989(2,051)

538,524538,628104

61,22861,333105

Foreign:
U.S. Treasury bonds . . . . .

318,579

312,394(6,185)

240,391

245,144

4,753

117,906

119,372

1,466

Total foreign . . . . . . . . . . .

318,579

312,394(6,185)

240,391

245,144

4,753

117,906

119,372

1,466

Total . . . . . . . . . . . . . . . . . . . . . 1,337,619 1,329,383(8,236)

778,915

783,772

4,857

179,134

180,705

1,571

Notes:(1) During the fiscal year ended March 31 2008, the MHFG Group stratified its investment portfolio into additional categories to provide
more clarity regarding the types of securities held. Certain amounts in the prior periods have been reclassified to conform to the current
period’s presentation.
(2) All of domestic agency mortgage-backed securities are mortgage-backed securities issued by Japan Housing Finance Agency, a Japanese
government-sponsored enterprise.
(3) Foreign agency mortgage-backed securities primarily consist of Government National Mortgage Association or Ginnie Mae securities,
which are guaranteed by the United States government.

A-6

The following table shows the book values, contractual maturities and weighted average yields ofavailable-for-sale and held-to-maturity debt securities at March 31, 2009. Fair value and amortized cost are thebasis of the book value for available-for-sale and held-to-maturity debt securities, respectively. Weighted average
yields are calculated based on amortized cost for all debt securities.
Maturity

One year or less
Amount Yield
Available-for-sale securities:
Domestic:
Japanese government bonds . . . . . . . 7,394,169 0.41%
Agency mortgage-backed
securities . . . . . . . . . . . . . . . . . . .
—— %Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . . 462,543 0.95%
Total domestic . . . . . . . . . . . . . . . . . 7,856,712 0.44%
Foreign:
U.S. Treasury bonds . . . . . . . . . . . . .
Other foreign gov’t bonds . . . . . . . .
Agency mortgage-backed
securities . . . . . . . . . . . . . . . . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . .

After one year
After five years
throughthroughfive years
ten years
After ten years
Amount Yield Amount Yield Amount Yield(in millions of yen, except percentages)

8,189,101 0.62% 1,609,061 1.15% 1,265,787 1.48% 18,458,118 0.64%—— %2,271,875 1.27%—— %156,665 1.95%

156,665 1.95%

788,201 1.25% 1,194,655 1.38%

4,717,274 1.26%

10,460,976 0.76% 2,397,262 1.19% 2,617,107 1.46% 23,332,057 0.78%

117,811 1.24%
157,239 0.97%

75,433 2.50%
24,354 2.77%

13 1.79%
411 8.08%

1 6.50%2,533 6.55%

246,061 2.90%
521,112 1.94%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,377,824 0.54%

Total
Amount Yield

4 1.92%— %193,261 1.72%
182,004 1.23%

50 6.00%

46,570 5.50%

49,154 5.55%

465,370 2.01%

70,218 1.50%

146,542 1.19%

928,191 2.08%

567,690 2.12%

70,692 1.54%

193,116 2.24%

1,352,610 2.04%—

11,028,666 0.84% 2,467,954 1.20% 2,810,223 1.52% 24,684,667 0.85%

Held-to-maturity securities:
Domestic:
Japanese government bonds . . . . . . .
Corporate bonds and other debt
securities . . . . . . . . . . . . . . . . . . .

50,039 0.52%

—

— %

—

— %

—

— %

50,039 0.52%

11,189 1.55%

—

— %

—

— %

—

— %

11,189 1.55%

Total domestic . . . . . . . . . . . . . . . . .

61,228 0.71%

—

— %

—

— %

—

— %

61,228 0.71%

Foreign:
U.S. Treasury bonds . . . . . . . . . . . . .

117,906 3.60%

—

— %

—

— %

—

— %

117,906 3.60%

Total foreign . . . . . . . . . . . . . . . . . . .

117,906 3.60%

—

— %

—

— %

—

— %

117,906 3.60%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . .

179,134 2.61%

—

— %

—

— %

—

— %

179,134 2.61%

A-7

Other than U.S. Treasury bonds, U.S. government agency securities which are included within foreign agency
mortgage-backed securities in the above table, and Japanese government bonds, the MHFG Group held thefollowing securities of individual issuers with respect to which their aggregate book value exceeded 10% of theGroup’s shareholders’ equity at March 31, 2009:
Book value
EquityDebt
InSecurities Securities aggregate (1)(in millions of yen)

JFE Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nippon Steel Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Orient Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposit Insurance Corporation of Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canon Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
East Japan Railway Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kyobashi Holding TMK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Government of the United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33,483 131,453
149,086 (2)—134,833——
133,874
118,214—102,665
9,035—
98,345—86,431

164,936
149,086
134,833
133,874
118,214111,700
98,34586,431

Notes:(1) The aggregate book value approximates the aggregate fair value.
(2) Amount includes equity securities issued by a finance company of Nippon Steel Corporation.
In addition to Available-for-sale securities and Held-to-maturity securities, the MHFG Group’s Investments also
include Other investments. See Note 4 “Investments” to the consolidated financial statements included elsewherein this annual report for information regarding Other investments.

A-8

III. Loan portfolio
Types of loans
The following table shows loans outstanding by domicile and industry of borrower at March 31, 2005, 2006,
2007, 2008 and 2009.
2005

2006

2007
(in millions of yen)

2008

2009

Domestic: (1)Manufacturing . . . . . . . . . . . . . . . . . . . .
7,943,154
7,792,723
7,662,036
7,806,714
8,915,085
Construction . . . . . . . . . . . . . . . . . . . . .
1,745,172
1,563,511
1,502,442
1,429,596
1,456,298
Real estate . . . . . . . . . . . . . . . . . . . . . . .
6,616,466
7,046,668
6,647,086
6,489,603
6,215,710
Services . . . . . . . . . . . . . . . . . . . . . . . . .
6,904,944
6,308,198
6,120,059
5,566,161
5,378,425
Wholesale and retail . . . . . . . . . . . . . . .
7,337,985
6,929,994
6,356,583
6,100,129
6,006,392
Transportation . . . . . . . . . . . . . . . . . . . .
2,854,582
2,789,525
2,594,601
2,516,266
2,593,178
Banks and other financial
institutions . . . . . . . . . . . . . . . . . . . . .
6,201,142
6,540,940
4,286,617
4,355,610
5,037,117
Government and public institutions . . .
3,456,814
4,574,072
6,099,359
5,807,510
8,655,149
Other industries (2) . . . . . . . . . . . . . . . . .
4,703,022
5,184,264
5,451,861
5,061,023
4,645,720
Individuals:
Mortgage loans . . . . . . . . . . . . . . . 10,536,877 10,655,069 11,025,079 11,122,393 11,382,136
Other . . . . . . . . . . . . . . . . . . . . . . .
1,384,540
1,317,167
1,338,493
1,204,350
1,161,047
Total domestic . . . . . . . . . . . .

59,684,698

60,702,131

59,084,216

57,459,355

61,446,257

5,033,023

6,104,658

7,963,577

8,815,166

8,680,337

671,678
161,330
77,5681,437,166
330,987
205,411

1,675,503
366,292
184,898

1,544,938
414,688
93,852

2,223,733
300,524
94,263

Total foreign . . . . . . . . . . . . .

5,943,599

8,078,222

10,190,270

10,868,644

11,298,857

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Unearned income and deferred loan
fees—net . . . . . . . . . . . . . . . . . . . . . . . . . .

65,628,297

68,780,353

69,274,486

68,327,999

72,745,114

58,961

69,392

91,619106,192

88,01965,569,336

68,710,961

69,182,867

68,221,807

72,657,095

Foreign:
Commercial and industrial . . . . . . . . . .
Banks and other financial
institutions . . . . . . . . . . . . . . . . . . . . .
Government and public institutions . . .
Other (2) . . . . . . . . . . . . . . . . . . . . . . . . .

Total loans before allowance for loan
losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes:(1) Certain amounts in the prior periods have been reclassified to conform to the current period’s presentation.
(2) Other industries of domestic and other of foreign include trade receivables and lease receivables of
consolidated variable interest entities.
There were no concentrations of loans exceeding 10% of total loans which are not disclosed as a category ofloans in the table above.

A-9

Maturities and sensitivities of loans to changes in interest rates
The following table shows the maturities of loan portfolio by domicile and industry of borrower at March 31,
2009:

One yearor less

Maturity
After one year
throughAfterfive years
five years(in millions of yen)

Total

Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,052,175
780,7442,267,622
2,247,971
3,934,432
866,9032,591,346
7,833,127
3,414,634
1,444,192

3,128,422
584,085
3,088,629
2,434,985
1,784,189
1,201,287
1,786,413
537,812890,962
2,513,937

734,488
91,469859,459
695,469
287,771524,988659,358
284,210340,124
8,585,054

8,915,085
1,456,298
6,215,710
5,378,425
6,006,392
2,593,178
5,037,117
8,655,149
4,645,720
12,543,183

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . .

30,433,146

17,950,721

13,062,390

61,446,257

Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,842,265

5,377,005

2,079,587

11,298,857

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34,275,411

23,327,726

15,141,977

72,745,114

Foreign:

Of the above loans due after one year, loans which had floating rates and fixed rates at March 31, 2009 were as
follows:(in millions of yen)

Floating rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26,496,455
11,973,248

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38,469,703

A-10

Impaired loans
The MHFG Group considers both loans that are subject to Statement of Financial Accounting Standards(“SFAS”) No.114, “Accounting by Creditors for Impairment of a Loan—an amendment of FASB statement No.5
and 15” (“SFAS No.114”) and small balance, homogenous loans to be impaired when it is probable that the
MHFG Group will be unable to collect all the scheduled payments of principal and interest when due according
to the contractual terms of the loan. Among other things, restructured loans under SFAS No.15, “Accounting byDebtors and Creditors for Troubled Debt Restructuring” (“SFAS No.15”) and loans that are 90 days or moredelinquent are generally considered to be impaired. All of the MHFG Group’s impaired loans are designated as
nonaccrual loans. The following table shows the distribution of impaired loans at March 31, 2005, 2006, 2007,2008 and 2009 by domicile and industry of borrower:

Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total domestic . . . . . . . . . . . . . . . . . . . . .
Foreign:
Total foreign . . . . . . . . . . . . . . . . . . . . . .
Total impaired loans . . . . . . . . . . . . . . . .

2005

2006

2007
(in millions of yen)

133,109
98,314
316,843
292,016
410,529
220,812
8,445
50,531
231,990
1,762,589

106,094
53,213
188,474
140,044
202,758
315,784
4,876
8,686
139,678
1,159,607

80,724
1,843,313

69,8101,229,417

2008

2009

96,75971,577
118,985
167,599
216,744371,283
292,7538,619
137,226
1,481,545

160,81988,081
106,326
199,954
243,325
114,978
178,122
11,354
146,018
1,248,977

212,990
86,627
308,917
212,675
159,901
103,936
26,42940,513
165,348
1,317,336

47,321
1,528,866

46,497
1,295,474

114,7121,432,048

Had interest on nonaccrual loans been accrued at the original contractual terms, gross interest income on
domestic nonaccrual loans outstanding during the fiscal year ended March 31, 2009 would have been ¥43,556
million, of which ¥28,982 million was included in interest income on loans in the consolidated statements ofincome. Gross interest income which would have been accrued at the original contractual terms on foreign
nonaccrual loans outstanding during the fiscal year ended March 31, 2009 was ¥11,399 million, of which ¥8,841
million was included in interest income on loans in the consolidated statements of income.
Cross-border outstandings
Cross-border outstandings are defined as loans (including accrued interest), acceptances, interest-bearing
deposits with other banks, other interest-bearing investments and any other monetary assets denominated inJapanese yen or other non-local currencies. This cross-border disclosure is based on the reports to the Bank ofJapan required under Japanese foreign exchange-related law. Local currency outstandings are netted out fromcross-border outstandings.
The following table sets forth the cross-border outstandings to borrowers in countries with respect to which thetotal of such outstandings exceeded 0.75% of consolidated total assets at March 31, 2007:
Publicinstitutions

United States . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . .
Netherlands . . . . . . . . . . . . . . . . . . . . .

4,496,886
1,584,373
950,785
60,29540,383% of total
Banks
OthersTotal
assets(in millions of yen, except percentages)

1,963,200
466,137
276,119591,619
633,870A-11

2,201,361
158,347
170,625
661,217454,945

8,661,447
2,208,857
1,397,529
1,313,131
1,129,198

5.88%
1.50%
0.95%
0.89%
0.77%

Undrawn
commitments

2,684,410
314,344
411,378
529,409278,137

The following table sets forth the cross-border outstandings to borrowers in countries with respect to which thetotal of such outstandings exceeded 0.75% of consolidated total assets at March 31, 2008:

United States . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . .

Publicinstitutions% of total
Banks
OthersTotal
assets(in millions of yen, except percentages)

Undrawn
commitments

3,092,512
3,171,297
100,020
703,575

490,114
223,152
323,108
338,0032,139,270
248,536490,319
351,2712,769,969 6,352,595
193,820 3,588,269
755,114 1,178,242
123,094 1,164,672

4.20%
2.37%
0.78%
0.77%

The following table sets forth the cross-border outstandings to borrowers in countries with respect to which thetotal of such outstandings exceeded 0.75% of consolidated total assets at March 31, 2009:
Publicinstitutions

United States . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . .
France . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . .

1,416,602
1,923,293
223,649
16,984% of total
Banks
OthersTotal
assets(in millions of yen, except percentages)

1,204,835
364,145798,895
367,991

A-12

1,601,777 4,223,214
217,055 2,504,493
232,693 1,255,237
820,017 1,204,992

2.72%
1.61%
0.81%
0.78%

Undrawn
commitments

1,836,558
203,202259,898
346,082

IV. Summary of loan loss experience
The following table shows an analysis of loan loss experience by domicile and industry of borrower for the fiscal
years ended March 31, 2005, 2006, 2007,2008 and 2009:
2005

2006
2007
2008
(in millions of yen, except percentages)

Allowance for loan losses at beginning of fiscal year . . .
Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . .

1,936,167
55,035Charge-offs:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . .

64,58020,424
312,526
118,836
221,326
20,028
10,403
12,592
88,03638,325
11,07385,264
28,661
44,763
5,463
553
12,25463,702

11,1192,672
4,722
18,03725,737
319
6,028
5,413
18,01031,546
8,272
3,729
88,897
40,681
3,796
53,207
12,903
17,38938,69623,87492,94018,56656,9693,567
19,4388,897
24,007

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

868,751
7,336

290,058
15,671

92,057
18,555

260,420
10,822286,954
57,107

Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

876,087

305,729

110,612271,242

344,061

Recoveries:
Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . .
Other industries . . . . . . . . . . . . . . . . . . . . . . . .
Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,394
9,431
22,0108,478
12,202
1,556
2,871
3,480
9,498

3,589
6,464
20,992
10,241
10,622
49
1,023
1,896
6,361

3,335
2,360
3,222
12,405
4,666
185
225
2,447
3,377

2,313
909
13,780
7,405
7,349
153
3,582
1,415
2,760

3,301
1,255
2,421
2,149
4,328
407
128
1,886
3,244

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

74,92014,82061,237
12,65432,222
25,79939,666
7,709

19,119
9,762

Total recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

89,74073,891

58,02147,37528,881

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

786,347

231,838

52,591

223,867

315,180

Others (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . .

2,300
1,207,155

Ratio of net charge-offs to average loans outstanding . . .
Note: Others include primarily foreign exchange translation.

A-13

1.19%

1,207,155 812,321(157,666) 182,115

2009(5,330)
4,302
812,321 946,147
0.35%

0.08%

946,147 649,803(57,766) 567,396(14,711) (32,233)
649,803 869,786
0.33%

0.45%

The following table shows an allocation of the MHFG Group’s allowance for loan losses by domicile andindustry of borrower at March 31, 2005, 2006, 2007,2008 and 2009:
2005

2006

2007
2008
% of
% of
% of
loans inloans inloans in
each
each
each
category
category
category
to total
to total
to total
Amount loans
Amount loans
Amount loans(in millions of yen, except percentages)

2009

Amount% ofloans ineach
category
to totalloans

88,36564,203152,085
172,316

12.10%
2.66%
10.08%
10.52%

62,21828,04074,06391,49911.33% 61,001
2.27% 30,436
10.24% 57,202
9.17% 106,538

11.06%
2.17%
9.60%
8.83%

74,884
31,41449,24989,43411.43% 123,780
2.09% 33,716
9.50% 122,935
8.15% 110,971

12.26%
2.00%
8.54%
7.39%

254,487
69,64911.18% 143,580
4.35% 114,837

10.08% 115,816
4.06% 142,073

9.18% 117,282
3.75% 40,820

8.93% 105,986
3.68% 45,225

8.26%
3.56%

115,6199.45%

85,3609.51% 218,957

6.19%

6.37%

27,407

6.92%

27,838190,079

12.43%
9,363
18.17% 138,528

14.19% 12,942
17.41% 151,713

16.66%
9,952
17.85% 118,977

15.90% 35,424
18.04% 121,212

18.29%
17.25%

116,042
74,03716.06% 107,014
2.11% 31,514

15.49% 114,556
1.92% 37,157

15.92%
1.93%

16.28%
1.76%

89,04732,16515.65%
1.60%

Total domestic . . . . . . 1,134,641
Total foreign . . . . . . .
72,51490.94% 747,488
9.06% 64,833

88.26% 896,678
11.74% 49,469

85.29% 606,244
14.71% 43,559

84.09% 726,656
15.91% 143,13084.47%
15.53%

Domestic:
Manufacturing . .
Construction . . .
Real estate . . . . .
Services . . . . . . .
Wholesale andretail . . . . . . . .
Transportation . .
Banks and otherfinancial
institutions . . .
Other industries(Note) . . . . . .
Individuals . . . . .
Mortgageloans . . .
Other . . . . .

74,23285,71533,262% ofloans ineach
category
to total
Amount loans

Total allowance forloan losses . . . . . . . 1,207,155 100.00% 812,321 100.00% 946,147 100.00% 649,803 100.00% 869,786 100.00%
Note:

Other industries include government and public institutions.

A-14

V. Deposits
The following table shows the average amount of, and the average rate on, the following deposit categories forthe fiscal years ended March 31, 2007, 2008 and 2009:
2007
Average
Averageamountrate

2008
Average
Averageamountrate

2009
Average
Averageamountrate(in millions of yen, except percentages)

Domestic offices:
Noninterest-bearing demand
deposits . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing demand deposits . . . .
Deposits at notice (Note) . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . .

11,562,000
26,706,460
635,558
25,859,005
8,871,808— % 9,679,670
0.20% 27,477,845
0.08%
599,924
0.60% 27,476,772
0.28% 8,670,242— % 9,594,676
0.31% 27,531,721
0.20%
572,490
0.71% 28,995,136
0.65% 9,947,906

— %
0.17%
0.15%
0.60%
0.65%

Foreign offices, principally from banks
located in foreign countries:
Noninterest-bearing demand
deposits . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits, principallytime deposits . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . .

363,386— %360,275— %428,777— %7,096,152
1,578,848

3.75%
5.26%

8,051,392
1,368,845

4.17%
5.93%

6,520,997
728,923

2.68%
3.44%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

82,673,217

0.71% 83,684,965

0.90% 84,320,626

0.58%

Note: Deposits at notice represent interest-bearing demand deposits which require the depositor to give two or
more days notice in advance of withdrawal.
The amounts of total deposits by foreign depositors in domestic offices at March 31, 2007, 2008 and 2009 were¥905,214 million, ¥1,131,912 million and ¥627,294 million, respectively.
At March 31, 2009, the balance and remaining maturities of time deposits and certificates of deposit issued bydomestic offices in amounts of ¥10 million (approximately US$101 thousand at the Federal Reserve Bank of
New York’s noon buying rate on March 31, 2009) or more as well as the balance of those deposits issued byforeign offices in amounts of US$100,000 or more are shown in the following table:Timedeposits

Certificates ofdeposit(in millions of yen)

Total

Domestic offices:
Due in three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after three months through six months . . . . . . . . . . . . . . . . . . .
Due after six months through twelve months . . . . . . . . . . . . . . . . .
Due after twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,848,447
4,112,183
3,425,816
1,656,337

8,295,580
156,270
63,6504,200

18,144,027
4,268,453
3,489,466
1,660,537

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,042,783
6,267,038

8,519,700
839,748

27,562,483
7,106,786

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25,309,821

9,359,448

34,669,269

A-15

VI. Short-term borrowings
The following table shows certain additional information with respect to the MHFG Group’s short-termborrowings for the fiscal years ended March 31, 2007, 2008 and 2009:
2007
2008
2009
(in millions of yen, except percentages)

Due to trust accounts:
Average balance outstanding during the fiscal year . . . . . . . . . . .
Maximum balance outstanding at any month-end during the
fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . .
Weighted average interest rate on balance at end of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased, and payables under repurchaseagreements and securities lending transactions:Average balance outstanding during the fiscal year . . . . . . . . . . .
Maximum balance outstanding at any month-end during the
fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . .
Weighted average interest rate on balance at end of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper and other short-term borrowings:
Average balance outstanding during the fiscal year . . . . . . . . . . .
Maximum balance outstanding at any month-end during the
fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average interest rate during the fiscal year . . . . . . . . . .
Weighted average interest rate on balance at end of fiscal
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

A-16

1,205,615

1,210,106

1,057,566

1,278,373
1,135,359
0.49%

1,265,679
1,119,947
0.73%

1,229,685
986,148
0.64%

0.67%

0.70%

0.53%

25,626,096

28,537,793

25,855,201

28,682,820
32,299,976
28,255,107
25,846,647
25,299,859
19,936,017
2.57%
2.87%
1.18%
2.45%

2.46%

0.38%

5,039,989

4,833,932

6,257,301

5,570,739
5,217,057
0.74%

7,048,189
5,373,729
1.38%

9,561,479
8,715,458
1.01%

1.02%

0.83%

0.41%

MIZUHO FINANCIAL GROUP, INC.
Index to Consolidated Financial Statements
Page

Consolidated Financial Statements of Mizuho Financial Group, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-2
Consolidated Balance Sheets as of March 31, 2008 and 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-4
Consolidated Statements of Income for the fiscal years ended March 31, 2007, 2008 and 2009 . . . . . .
F-6
Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2007, 2008
and 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-7
Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 31, 2007, 2008
and 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-8
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2007, 2008 and 2009 . .
F-9Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11

F-1

Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Mizuho Financial Group, Inc.
We have audited the accompanying consolidated balance sheets of Mizuho Financial Group, Inc. and subsidiaries(the “Company”) as of March 31, 2009 and 2008, and the related consolidated statements of income,comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended
March 31, 2009. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Mizuho Financial Group, Inc. and subsidiaries at March 31, 2009 and 2008, and theconsolidated results of their operations and their cash flows for each of the three years in the period ended
March 31, 2009, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), the Company’s internal control over financial reporting as of March 31, 2009, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated August 13, 2009 expressed an unqualified opinion thereon.
/s/ Ernst & Young ShinNihon LLC
Tokyo, Japan
August 13, 2009

F-2

Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
of Mizuho Financial Group, Inc.
We have audited Mizuho Financial Group, Inc. and subsidiaries’ (the “Company”) internal control over financial
reporting as of March 31, 2009, based on criteria established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The
Company’s management is responsible for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on theassessed risk, and performing such other procedures as we considered necessary in the circumstances. We believethat our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.
In our opinion, Mizuho Financial Group, Inc. and subsidiaries maintained, in all material respects, effective
internal control over financial reporting as of March 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), the consolidated balance sheets of Mizuho Financial Group, Inc. and subsidiaries as of March 31,
2009 and 2008, and the related consolidated statements of income, comprehensive income, shareholders’ equity,and cash flows for each of the three years in the period ended March 31, 2009 and our report dated August 13,
2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young ShinNihon LLC
Tokyo, Japan
August 13, 2009
F-3

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSMARCH 31, 2008 AND 2009
2008
2009
(in millions of yen)

Assets:Cash and due from banks (Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in other banks (Note 9) . . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under resale agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under securities borrowing transactions . . . . . . . . . . . . . . . . . . . . .
Trading account assets (including assets pledged that secured parties are
permitted to sell or repledge of ¥3,545,201 million in 2008 and ¥2,910,109
million in 2009) (Notes 3, 9 and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments (Notes 4, 9 and 28):
Available-for-sale securities (including assets pledged that secured
parties are permitted to sell or repledge of ¥8,097,839 million in 2008and ¥3,646,442 million in 2009) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans (Notes 5, 6, 9 and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,085,847
1,549,746
257,741
7,235,200
9,069,138

2,732,912
3,128,135
144,505
6,276,539
5,819,418

20,552,404

31,006,311

34,371,638
778,915
1,005,195
68,221,807(649,803)

27,554,734
179,134
1,011,838
72,657,095(869,786)

Loans, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment—net (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from customers on acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets (Notes 5, 9, 14, 21 and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67,572,004
852,393
62,255
380,592
15,016
923,572
4,606,100

71,787,309
899,748
54,208296,208
15,016
791,462
3,385,554

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

151,317,756

155,083,031

See the accompanying Notes to the Consolidated Financial Statements.
F-4

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS—(Continued)
MARCH 31, 2008 AND 2009
2008
2009
(in millions of yen)

Liabilities and shareholders’ equity:
Deposits (Notes 9 and 10):
Domestic:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debentures (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to trust accounts (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities (Notes 3 and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bank acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (including liabilities accounted for at fair value of¥178,233 million in 2008, and ¥267,539 million in 2009) (Notes 13
and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities (Notes 14, 21, 24 and 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,846,443
66,329,605

11,843,441
67,114,628

412,869
8,840,148
3,159,443
1,119,947
6,693,712
11,511,020
7,095,127
560,966
4,812,763
14,120,440
62,25528,800
11,200294,190

470,757
7,646,901
2,300,460
986,148
6,449,830
9,183,363
4,302,824
315,819
8,399,639
21,507,485
54,20822,2397,443
216,206

7,618,910
4,231,761

8,017,770
5,206,690

147,749,599

154,045,851

299,357

191,133

980,430

948,641

3,437,420(2,066,604)
920,062

3,386,792(3,293,692)(189,476)(2,508)(6,218)

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,268,800

846,047

Total liabilities, minority interest and shareholders’ equity . . . . . . . .

151,317,756

155,083,031

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies (Note 24)
Minority interest in consolidated subsidiaries (Note 25) . . . . . . . . . . . . . . . . . .
Shareholders’ equity:
Preferred stock (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock—no par value, authorized 24,392,259 shares in 2008, and24,115,759,000 shares in 2009, and issued 11,396,255 shares in 2008,
and 11,178,940,660 shares in 2009 (Note 16) . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss), net of tax . . . . . . . . . . .
Less: Treasury stock, at cost—Common stock 4,585 shares in 2008, and11,335,903 shares in 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

See the accompanying Notes to the Consolidated Financial Statements.
F-5

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
FOR THE FISCAL YEARS ENDED MARCH 31, 2007, 2008 and 2009
2007

Interest and dividend income:Loans, including fees (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call loans and funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under resale agreements and securities borrowing
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements and securities lending transactions . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for loan losses (Notes 5 and 6) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest income after provision (credit) for loan losses . . . . . . . . . . . . . . . . . . .
Noninterest income:Fees and commissions (Note 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net (Note 3) . . . . . . . . . . . . . . . . . . . . . . . .
Trading account gains—net (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment gains (losses)—net (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Other noninterest income (Notes 21 and 30) . . . . . . . . . . . . . . . . . . . . . . . . . .
Total noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noninterest expenses:
Salaries and employee benefits (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of goodwill (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and commission expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for losses on off-balance-sheet instruments (Note 24) . . . .
Minority interest in consolidated subsidiaries (Note 25) . . . . . . . . . . . . . . . . .
Other noninterest expenses (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total noninterest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2008
2009
(in millions of yen)

1,377,104

1,634,902

1,482,824

518,968
93,933
69,48019,107

637,455
91,131
84,426
13,568269,529
97,395
287,458
8,937

484,130
76,5852,639,307

570,434
78,344
3,110,260

199,966
38,082
2,384,191

583,61134,08371,70031,072627,880
43,221
179,822
1,571,389
1,067,918
182,115885,803754,180
23,74627,107
59,829760,367
75,498210,795
1,911,522
1,198,738(57,766)
1,256,504

487,470
17,59418,02848,259257,338
69,820203,506
1,102,015
1,282,176
567,396714,780

682,999
633,064(51,304)
296,732
389,890
135,955(185,972) (191,314)
64,61237,264
295,723
183,242
1,195,948 1,094,943

560,539
23,769122,018(462,207)
23,359184,749452,227

416,676
436,100
495,943
481,008
508,749
499,441—
50,258—172,480
196,735
177,646
111,624
111,172
105,744(37,821)
5,090
83,62827,791(53,656)(61,555)
122,890
196,205
162,699
1,294,648 1,450,653 1,463,546
787,103900,794(296,539)
163,221672,176
761,908
623,882
228,618 (1,058,447)(in yen)

Earnings per common share (Note 19):
Basic net income (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51.73

18.17

(95.96)

Diluted net income (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . . . .

48.71

16.77

(95.96)

See the accompanying Notes to the Consolidated Financial Statements.
F-6

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FISCAL YEARS ENDED MARCH 31, 2007, 2008 AND 2009
Gains (losses)
Gains (Losses)
before income tax
Income tax
net of income tax
expense (benefit) (expense) benefit expense (benefit)(in millions of yen)

Fiscal year ended March 31, 2007
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

623,882

Other comprehensive income (loss):
Unrealized net gains (losses) on available-for-sale securities (Note 20):
Unrealized holding gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . . . . .

332,942
34,987(135,545)(14,181)

197,397
20,806

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

367,929(149,726)

218,203

Foreign currency translation adjustments:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . . . . .

25,680———25,680—25,680Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25,680—

Minimum pension liability adjustments (Note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

432

(175)

257

Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

394,041(149,901)

244,140

Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

868,022

Fiscal year ended March 31, 2008
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

228,618

Other comprehensive income (loss):
Unrealized net gains (losses) on available-for-sale securities (Note 20):
Unrealized holding gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . . . . .

(1,450,168)(416,952)

586,524
169,434(863,644)(247,518)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,867,120)

755,958(1,111,162)

Foreign currency translation adjustments:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . . . . .

(13,722)———(13,722)—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(13,722)—(13,722)Pension liability adjustments (Notes 20 and 21):
Unrealized gains (losses) on SFAS No.158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . . . . .

(400,154)(6,552)

161,178
2,647(238,976)(3,905)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(406,706)

163,825(242,881)

Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,287,548)

919,783(1,367,765)

Total comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,139,147)

Fiscal year ended March 31, 2009
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,058,447)

Other comprehensive income (loss):
Unrealized net gains (losses) on available-for-sale securities (Note 20):
Unrealized holding gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . . . . .

(1,169,297)(68,011)471,183
28,970(698,114)(39,041)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,237,308)

500,153(737,155)

Foreign currency translation adjustments:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . . . . .

(95,450)———(95,450)—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(95,450)—(95,450)

Pension liability adjustments (Notes 20 and 21):
Unrealized gains (losses) on SFAS No.158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: reclassification adjustments for losses (gains) included in net income . . . . .

(329,699)
6,682

66,067(2,714)(263,632)
3,968

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(323,017)

63,353(259,664)

Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,655,775)

563,506(1,092,269)

Total comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

See the accompanying Notes to the Consolidated Financial Statements.
F-7(2,150,716)

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE FISCAL YEARS ENDED MARCH 31, 2007, 2008 AND 2009
2007

2008

2009

(in millions of yen)Preferred stock (Note 15):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,580,430(600,000)

980,430—

980,430(31,789)

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

980,430

980,430

948,641

Common stock (Note 16):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock by conversion of preferred stock . . . . . . . . . . . . . . . . .
Stock-based compensation (Note 22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,547,726(15,266)32———

3,532,492(95,055)
—
—
—
(17)

3,437,420(83,729)124
31,7891,188—

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,532,492

3,437,420

3,386,792

Accumulated deficit:
Balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principles, net of tax (Notes 2 and 28) . . . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,647,768) (2,105,719) (2,066,604)
1,514(2,597)
27,837(2,646,254) (2,108,316) (2,038,767)
623,882
228,618 (1,058,447)(79,850)(101,230)(133,898)(3,497)———(85,134)(62,580)—(542)—

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,105,719) (2,066,604) (3,293,692)

Accumulated other comprehensive income (loss), net of tax:
Unrealized net gains on available-for-sale securities (Note 4): . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at beginning of fiscal year, previously reported . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principle (SFAS No.159) (Note 28) . . . . . . . . .
Balance at beginning of fiscal year, adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,996,172—
1,996,172
218,2032,214,375—
2,214,375(1,111,162)

1,103,213(17,269)
1,085,944(737,155)

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,214,375

1,103,213

348,789

Foreign currency translation adjustments:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(83,083)
25,680(57,403)(13,722)(71,125)(95,450)

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(57,403)(71,125)(166,575)

Minimum pension liability adjustments:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to initially apply SFAS No.158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(949)
257
692

—
—
—

—
—
—

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

Pension liability adjustments (Note 21):
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to initially apply SFAS No.158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—130,855—

130,855—(242,881)(112,026)—(259,664)

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

130,855(112,026)(371,690)

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,287,827

920,062(189,476)

Treasury stock, at cost:
Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(46,814)(604,331)
51
618,764—(32,330)(150,464)
100
180,189(3)(2,508)(150,359)
280
146,30960

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(32,330)(2,508)(6,218)

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,662,700

3,268,800

846,047

See the accompanying Notes to the Consolidated Financial Statements.
F-8

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE FISCAL YEARS ENDED MARCH 31, 2007, 2008 AND 20092007 (Note)2008(in millions of yen)

2009

Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income (loss) to net cash provided by (used in)operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment losses—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange losses (gains)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

623,882

228,618(1,058,447)

140,313
182,115
185,972
14,236112,920(1,390,731)
675,331(213,374)(96,777)
59,603
17,351

169,925(57,766)
191,314(77,285)
626,993(7,361,861)
3,121,154(508,544)
42,176(3,685)50,813

146,191
567,396462,207(9,379)711,122(94,841)2,466,501
118,061
61,503(64,062)
191,170

Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . .

310,841(3,578,148)

3,497,422

Cash flows from investing activities:
Proceeds from sales of available-for-sale securities . . . . . . . . . . . . . . . . . . . .
Proceeds from maturities of available-for-sale securities . . . . . . . . . . . . . . . .
Purchases of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from maturities of held-to-maturity securities . . . . . . . . . . . . . . . . .
Proceeds from sales of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . .
Net change in call loans and funds sold, and receivables under resaleagreements and securities borrowing transactions . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of premises and equipment . . . . . . . . . . . . . . . . . . . . . . .
Purchases of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . .

34,491,806 67,552,771 47,038,991
28,138,385 17,172,457 18,466,507(60,485,825) (85,919,342) (65,128,275)
201,365
511,008
594,915
266,003
278,151
33,522(196,911)(306,014)(103,651)
201,639
225,456
326,781(271,298) (1,063,414) (5,980,581)
645,437(469,747) (1,597,417)(2,562,649)
72,415(188,191)

419,782
37,895(215,259)

3,296,830
7,068(221,070)

312,176(1,776,256)(3,266,380)

Cash flows from financing activities:
Net change in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in call money and funds purchased, and payables under
repurchase agreements and securities lending transactions . . . . . . . . . . . . .
Net change in due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in commercial paper and other short-term borrowings . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment to minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid to minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

514,431(1,864,194)

3,955,538(1,564,759)

1,916,425(858,984)

1,626,322(219,531)(2,071,272)
2,296,461(643,282)
38,153—83(604,331)(79,793)(8,143)

1,227,192(15,412)(190,847)
2,114,094(914,274)
49,805(12,603)99(150,464)(101,115)(12,659)(4,090,352)(133,799)
3,406,013
1,824,193(1,323,482)
14,776(8,563)179(150,359)(133,394)(16,147)446,506

Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . .

(1,015,096)

4,384,595

Effect of exchange rate changes on cash and due from banks . . . . . . . . . . . . . . . . .

8,267(20,204)(30,483)

Net increase (decrease) in cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . .
Cash and due from banks at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . .

(383,812)
3,459,672(990,013)
3,075,860

647,065
2,085,847

Cash and due from banks at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,075,860

2,085,847

2,732,912

See the accompanying Notes to the Consolidated Financial Statements.
F-9

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
FOR THE FISCAL YEARS ENDED MARCH 31, 2007, 2008 AND 20092007 (Note)

2008

2009

(in millions of yen)Supplemental disclosure of cash flow information:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid (refunded), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash investing activities:
Transfer from loans into other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer from loans held for sale into loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,468,041
51,246——
6,996

1,905,955 1,222,552(47,426)(35,705)
92,409—3,805—
378,038
2,439

Note: Certain amounts for the fiscal year ended March 31, 2007 have been reclassified to conform to the current period’s presentation.

See the accompanying Notes to the Consolidated Financial Statements.
F-10

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation and summary of significant accounting policies
Basis of presentation
Mizuho Financial Group, Inc. (“MHFG”) is a joint stock corporation with limited liability under the laws ofJapan. MHFG, through its subsidiaries (“the MHFG Group”, or “the Group”), provides domestic andinternational financial services in Japan and other countries. MHFG’s subsidiaries are segmented on the basis of
the nature of the financial products and services and the type of customers. Mizuho Bank, Ltd. (“MHBK”), a
retail-oriented banking subsidiary, offers financial services mainly to individual customers, small and medium
enterprises (“SMEs”), middle-market corporations and local governmental entities in Japan. Mizuho Corporate
Bank, Ltd. (“MHCB”), a wholesale banking subsidiary, offers various financial services to large Japanese
corporations, financial institutions, public sector entities and foreign corporations. Mizuho Trust & Banking Co.,
Ltd. (“MHTB”), a trust bank subsidiary, offers mainly trust-related products and consulting services. Other major
subsidiaries consist of Mizuho Securities Co., Ltd. (“MHSC”), Trust & Custody Service Bank, Ltd. (“TCSB”),
Mizuho Investors Securities Co., Ltd. (“MHIS”), Mizuho Capital Co., Ltd., and Mizuho Business Financial
Center Co., Ltd. See Note 30 “Business segment information” for further discussion of the Group’s segment
information.
The accompanying consolidated financial statements have been prepared in accordance with the accounting
principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial
statements are stated in Japanese yen, the currency of the country in which MHFG is incorporated and principally
operates.
The accompanying consolidated financial statements include the accounts of MHFG and its subsidiaries. The
consolidated financial statements also include the accounts of the variable interest entities (“VIEs”) for which
MHFG or its subsidiaries have been determined to be the primary beneficiary under Financial Accounting Standards
Board (“FASB”) Interpretation (“FIN”) No.46 (revised December 2003), “Consolidation of Variable Interest
Entities, an interpretation of ARB No.51” (“FIN No.46R”). All significant intercompany transactions and balances
have been eliminated in consolidation. The MHFG Group accounts for investments in entities over which it has
significant influence using the equity method of accounting. These investments are included in Other investments
and the Group’s proportionate share of income or loss is included in Investment gains (losses)—net.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management tomake estimates and assumptions that affect reported amounts and related disclosures. Specific areas, among
others, requiring the application of management’s estimates and judgment include assumptions pertaining to theallowance for loan losses, allowance for losses on off-balance-sheet instruments, deferred tax assets, derivative
financial instruments, investments and pension and other employee benefits. Actual results could differ fromestimates and assumptions made.
Definition of cash and due from banks
For purposes of the consolidated statements of cash flows, Cash and due from banks include cash on hand, cash
items in the process of collection and noninterest-bearing deposits with banks.
Translation of foreign currency financial statements and foreign currency transactions
Financial statements of overseas entities are prepared using the functional currency of each entity and translated
into Japanese yen for consolidation purposes. Assets and liabilities are translated using the fiscal-year-end
exchange rate of each functional currency, and income and expense using the average rate of each functional
currency for the period.
F-11

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Foreign currency translation gains and losses related to the financial statements of overseas entities of the MHFG
Group, net of related income tax effects, are credited or charged directly to Foreign currency translation
adjustments, a component of Accumulated other comprehensive income (loss), net of tax. Tax effects of gains
and losses on foreign currency translation of financial statements of overseas entities are not recognized unless it
is apparent that the temporary differences will reverse in the foreseeable future.
Assets and liabilities denominated in foreign currencies are translated into Japanese yen at the fiscal-year-end
foreign exchange rates, and gains and losses resulting from such translation are included in Foreign exchange
gains (losses)—net, as appropriate. Foreign currency denominated income and expenses are translated using
average exchange rates for the period.
Call loans and call money
Call loans and call money represent lending/borrowing through the Japanese short-term money market to/fromother financial institutions such as banks, insurance companies, and securities brokerage houses.
Repurchase and resale agreements, securities lending and borrowing and other secured financing transactions
Securities sold under agreements to repurchase (“repurchase agreements”), securities purchased underagreements to resell (“resale agreements”) and securities lending and borrowing transactions are accounted for as
secured financing or lending transactions when control over the underlying securities is not deemed to be
surrendered by the transferor. Otherwise, they are recorded as sales of securities with related forward repurchasecommitments or purchases of securities with related forward resale commitments in accordance with Statementof Financial Accounting Standards (“SFAS”) No.140, “Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities” (“SFAS No.140”).
Under resale agreements, securities borrowing and certain derivatives transactions, the MHFG Group receives
collateral in the form of securities. In many cases, the MHFG Group is permitted to sell or repledge the securities
obtained as collateral. Disclosures of such collateral are presented in Note 9 “Pledged assets and collateral”. With
respect to securities lending, repurchase agreements, and certain derivative transactions, counterparties may havethe right to sell or repledge securities that the MHFG Group has pledged as collateral. The MHFG Groupseparately discloses those pledged securities in the consolidated balance sheets.
The MHFG Group monitors credit exposure arising from resale agreements, repurchase agreements, securities
borrowing and securities lending transactions on a daily basis, and additional collateral is obtained from orreturned to counterparties as appropriate.
Trading securities and trading securities sold, not yet purchased
Trading securities consist of securities and money market instruments that are bought and held principally for the
purpose of reselling in the near term with the objective of generating profits on short-term fluctuations in price.
Trading securities sold, not yet purchased, are securities and money market instruments sold to third parties that
the MHFG Group does not own and is obligated to purchase at a later date to cover the short position. Trading
securities and trading securities sold, not yet purchased, are classified at the date of commitment or purchase.
Trading securities and trading securities sold, not yet purchased, are recorded at fair value in the consolidatedbalance sheets in Trading account assets and Trading account liabilities with realized and unrealized gains andlosses recorded on a trade date basis in Trading account gains—net in earnings. Interest and dividends on trading
account debt and equity securities, including securities sold, not yet purchased, are recorded in Interest anddividend income or Interest expense on an accrual basis.
F-12

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Investments
Debt securities that the MHFG Group has both the positive intent and ability to hold to maturity are classified as
Held-to-maturity securities and carried at amortized cost. Debt securities that the MHFG Group may not hold tomaturity as well as any marketable equity securities, other than those classified as trading account securities, areclassified as Available-for-sale securities, and are carried at fair value, with unrealized gains and losses reported
in Accumulated other comprehensive income (loss), net of tax. Available-for-sale securities also include retained
subordinated beneficial interests in a securitization transaction that can contractually be repaid or otherwise
settled in such a way that the holder would not recover substantially all of its recorded investments.
Declines in the fair value of Held-to-maturity and Available-for-sale securities below their amortized cost, thatare deemed to be other-than-temporary, are reported in Investment gains (losses)—net. In addition, other-thantemporary declines in beneficial interests purchased or retained in a securitization transaction which are classified
as available-for-sale debt securities are recognized if there has been an adverse change in the cash flows as of thebalance sheet date. Interest and dividends, as well as amortization of premiums and accretion of discounts, arereported in Interest and dividend income. Amortization of premiums and accretion of discounts on debt securities
are recognized over the remaining maturity under the interest method. Gains and losses on disposition of
investments are computed using the first-in first-out method for debt securities and the average method for equity
securities, and are recorded on the trade date. During the fiscal year ended March 31, 2007, for debt securities,
the MHFG Group adopted the interest method and the first-in first-out cost of investment instead of the straightline method and the average cost of investment that the Group previously used. The impact of these changes was
insignificant.
Other investments include marketable and non-marketable equity securities accounted for using the equity
method, marketable and non-marketable investments held by consolidated investment companies which are heldat fair value under specialized industry accounting principles for investment companies, and othernon-marketable equity securities carried at cost, less other-than-temporary impairment, if any.
Derivative financial instruments
Derivative financial instruments are bought and held principally for the purpose of market making for customers,
proprietary trading in order to generate trading revenues and fee income, and also to manage the MHFG Group’s
exposure to interest rate, credit and market risks related to asset and liability management. Such derivative
financial instruments include interest rate, commodity, foreign currency, equity and credit default swap
agreements, options, caps, and floors, and financial futures and forward contracts.
Derivatives bought and held for trading purposes are recorded in the consolidated balance sheets at fair value inTrading account assets and Trading account liabilities. The fair value of derivatives in a gain position and loss
position are reported as Trading account assets and Trading account liabilities, respectively.
Derivatives used for asset and liability management include contracts that qualify for hedge accounting under
SFAS No.133, “Accounting for Derivative Instruments and Hedging Activities”, as amended (“SFAS No.133”).
To be eligible for hedge accounting, derivative instruments must be highly effective in achieving offsettingchanges in fair values or variable cash flows from the hedged items attributable to the particular risk being
hedged. All qualifying hedging derivatives are valued at fair value and included in Trading account assets or
Trading account liabilities. Derivatives that do not qualify for hedge accounting under SFAS No.133 are treatedas trading positions and are accounted for as such. The fair value amounts recognized for such derivatives are notoffset against the amounts recognized for the right to reclaim cash collateral or the obligation to return cash
collateral under master netting agreement with the same counterparty.
F-13

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The fair value of derivative financial instruments is based on quoted market prices or broker-dealer quotes. If
quoted market prices or broker-dealer quotes are not available, the fair value is estimated using quoted market
prices for similar instruments, option or binomial pricing models or present value cash flow analysis, applying
current observable market information, where available. The determination of fair value includes various factors
such as exchange or over-the-counter market quotes, time value and volatility factors for options and warrants,
observed prices for similar or synthetic instruments, and counterparty credit quality including potential exposure.
Changes in fair value of all derivatives are recorded in earnings, except for derivatives qualifying as net
investment hedges under SFAS No.133 which are recorded in Accumulated other comprehensive income (loss),
net of tax. The fair value changes of all derivatives relating to foreign currency exchange rates are included in theForeign exchange gains (losses)—net. Other elements of the fair value changes, including interest rate, equity
and credit related components, are recognized in Trading account gains—net.
Certain financial and hybrid instruments often contain embedded derivative instruments that possess implicit or
explicit contract terms in a manner similar to that of a derivative instrument. Such derivative instruments are
required to be fair valued separately from the host contracts if they meet the criteria of an embedded derivative.
Such criteria include whether the entire instrument is not marked to market through earnings, the economics ofthe embedded terms are not clearly and closely related to those of the host contract and the embedded terms
would meet the definition of a derivative on a stand-alone basis.
Loans
Loans are generally carried at the principal amount adjusted for unearned income and deferred net nonrefundable
loan fees and costs. Loan origination fees, net of certain direct origination costs are deferred and recognized overthe contractual life of the loan as an adjustment of yield using a method that approximates the interest method.
Interest income on performing loans is accrued and credited to income as it is earned. In refinancing or
restructuring a loan other than in a troubled debt restructuring in accordance with SFAS No.15, “Accounting byDebtors and Creditors for Troubled Debt Restructurings” (“SFAS No.15”), if the terms of the new loan are atleast as favorable to the lender as the terms for comparable loans to other customers with similar collection risks
who are not refinancing or restructuring a loan, or more than minor modifications as defined by the FASB
Emerging Issues Task Force (“EITF”) Issue No.01-7, “Creditors Accounting for a Modification or Exchange of
Debt Instruments” (“EITF Issue No.01-7”) are made, any unamortized net obligation fees or costs related to theoriginal loan are recognized in interest income when the new loan is granted; otherwise, the unamortized net feesor costs from the original loan are carried forward as a part of the net investment in the new loan. Unearned
income and discounts or premiums on purchased loans are deferred and recognized over the life of the loan using
a method that approximates the interest method.
Loans are considered impaired when, based on current information and events, it is probable that the MHFG
Group will be unable to collect all the scheduled payments of principal and interest when due according to thecontractual terms of the loan. Factors considered by management in determining if a loan is impaired include
delinquency status and the ability of the debtor to make payment of the principal and interest when due.
Loans are designated as nonaccrual when management determines them to be impaired based on all the relevantfacts and circumstances. When a loan is placed on nonaccrual status, interest accrual and amortization of net
origination fees are suspended and the capitalized interest is written off. Cash received on nonaccrual loans isaccounted for as reduction of the loan principal if the ultimate collectibility of the principal amount is uncertain,otherwise, as interest income. Loans are not restored to accrual status until interest and principal payments are
current and future payments are reasonably assured.
F-14

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Fees received in connection with a modification of the terms of a restructured loan that meet the definition oftroubled debt restructurings in accordance with SFAS No.15, are applied as a reduction of the recorded
investment in the loan. All related costs, including direct loan origination costs, are charged to expense as
incurred.
Loans that have been identified to be sold are classified as loans held for sale within Other assets and areaccounted for at the lower of cost or fair value. If management decides to retain certain loans held for sale for theforeseeable future or until maturity or payoff, such items are transferred to Loans at the lower of cost or fairvalue.
Securitization
The MHFG Group engages in securitization activities related to mortgage loans and other loans in the normal
course of business. The MHFG Group records a loan securitization as a sale when the transferred loans arelegally isolated from the Group’s creditors and the accounting criteria for a sale are met in accordance with
SFAS No.140. Otherwise, the transfer is accounted for as a collateralized borrowing. Gains or losses on
securitization depend in part on the carrying amount of the loans, allocated between the loans derecognized andthe retained interests based on their relative fair values at the date of the transfer. Interests in loans sold throughsecuritization may be retained by the Group in the form of subordinated beneficial interests. The MHFG Groupestimates fair value of these subordinated beneficial interests based on the present value of future expected cash
flows, using management’s best estimates of the key assumptions, such as default rates, discount rates, andprepayment rates, and records them as available-for-sale debt securities.
Allowance and provision (credit) for loan losses
The MHFG Group maintains an appropriate amount of allowance for loan losses to absorb probable losses
inherent in the loan portfolio and makes adjustments to such allowance through Provision (credit) for loan losses
in the consolidated statements of income. Loan principal which management judges to be uncollectible, based on
detailed loan reviews and a credit quality assessment, is charged off against the allowance for loan losses.
Subsequent recoveries of previously charged-off loan balances are recorded as an increase to the allowance forloan losses as the recoveries are received.
The credit quality review process and the credit rating process serve as the basis for determining the allowance
for loan losses. Through such processes loans are categorized into groups to reflect the probability of default,
whereby the MHFG Group’s management assesses the ability of borrowers to service their debt, taking into
consideration current financial information, ability to generate cash, historical payment experience, analyses of
relevant industry segments and current trends. In determining the appropriate level of the allowance, the MHFG
Group evaluates the probable loss by category of loan based on its risk type and characteristics.
The allowance for loan losses is determined in accordance with SFAS No.114, “Accounting by Creditors for
Impairment of a Loan—an amendment of FASB Statements No.5 and 15” (“SFAS No.114”) and SFAS No.5,“Accounting for Contingencies” (“SFAS No.5”). The MHFG Group measures the impairment of a loan, based on
the present value of expected future cash flows discounted at the loan’s initial effective interest rate, the loan’s
observable market price, or the fair value of the collateral if the loan is collateral dependent, when it is probablethat the MHFG Group will be unable to collect all amounts due according to the contractual terms of the loan
agreement. Certain impaired loans are aggregated for the purpose of measuring impairment and a formula
allowance utilizing historical loss factors is applied. The formula allowance is also applied to groups of smallbalance, homogeneous loans that are collectively evaluated for impairment and for non-homogeneous loans thathave not been identified as impaired. The evaluation of inherent loss for these loans involves a high degree of
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
uncertainty, subjectivity and judgment because probable loan losses are not easily identifiable or measurable. In
determining the formula allowance, the MHFG Group therefore relies on a statistical analysis that incorporates
loss rates based on its own historical loss experience and third party data. The estimation of the formula
allowance is back-tested on a periodic basis by comparing the allowance with the actual results subsequent to thebalance sheet date.
The historical loss rate is adjusted, where appropriate, to reflect current factors, such as general economic andbusiness conditions affecting the key lending areas of the MHFG Group, credit quality trends, specific industry
conditions within portfolio segments, and recent loss experience in particular segments of the portfolio.
Allowance and provision (credit) for losses on off-balance-sheet instruments
The MHFG Group maintains an allowance for losses on off-balance-sheet credit instruments, such as guarantees,
standby letters of credit, commitments to invest in securities and commitments to extend credit, in the samemanner as the allowance for loan losses. The allowance is recorded in Other liabilities. Net changes in theallowance for losses on off-balance-sheet instruments are accounted for in the Provision (credit) for losses on
off-balance-sheet instruments in the consolidated statements of income.
Premises and equipment
Premises and equipment are stated at historical cost, and depreciation and amortization are recorded over theestimated useful lives of the assets, except for leasehold improvements, which are amortized over the shorter ofthe estimated useful lives of the assets or the lease term. Depreciation and amortization are principally computed
under the straight-line method with respect to buildings and leasehold improvements and under the decliningbalance method with respect to other premises and equipment.
The useful lives of premises and equipment are as follows:
Years

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 50
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 to 20
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 50
Regular repairs and maintenance costs that do not extend the estimated useful life are charged to expense as
incurred. Upon sale or disposition of premises and equipment, the cost and related accumulated depreciation oramortization are removed from the accounts, and any gains or losses on disposal are included in Gains on
disposal of premises and equipment or Occupancy expenses.
Impairment of long-lived assets
The MHFG Group’s long-lived assets that are held for use are reviewed periodically for events or changes incircumstances that indicate possible impairment. The Group’s impairment review is based on an undiscounted
cash flow analysis of a group of assets, combined with associated liabilities, at the lowest level for which
identifiable cash flows exist. Impairment occurs when the carrying value of the asset group exceeds the future
undiscounted cash flows that the asset group is expected to generate. When there is impairment, the future cash
flows are then discounted to determine the estimated fair value of the asset group and an impairment charge isrecorded for the difference between the carrying value and the estimated fair value of the asset group. The longlived assets to be disposed of by sale are carried at the lower of the carrying amount or fair value, less estimatedcost to sell.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Software
Internal and external costs incurred in connection with developing and obtaining software for internal use that
occur during the application development stage are capitalized. Such costs include salaries and benefits for
employees directly involved with and who devote time to the project, to the extent such time is incurred directlyon the internal use software project. The capitalization of software ceases when the software project has been
substantially completed. The capitalized software is amortized on a straight-line basis over the estimated usefullife, generally 5 years. Impairment of internal use software is assessed and recognized periodically when
triggering events occur.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the MHFG Group’s share of net
identifiable assets acquired at the date of acquisition in a business combination. The Group accounts for goodwillin accordance with SFAS No.142, “Goodwill and Other Intangible Assets” (“SFAS No.142”). Goodwill isrecorded at a designated reporting unit level for the purpose of assessing impairment. An impairment loss isrecorded to the extent the carrying amount of goodwill exceeds its estimated fair value.
Pension and other employee benefits
MHFG and certain subsidiaries including MHBK, MHCB, and MHTB sponsor severance and pension plans,
which provide defined benefits to retired employees. Periodic expense and accrued liabilities are computed basedon the actuarial present value of benefits, net of investment returns expected from plan assets and their fair values
at the balance sheet date. Net periodic expense is charged to Salaries and employee benefits.
Debentures and long-term debt
Premiums, discounts and issuance costs of debentures and long-term debt are amortized based on a method thatapproximates the interest method over the terms of the debentures and long-term debt.
Obligations under guarantees
The MHFG Group provides customers with a variety of guarantees and similar arrangements, including standby
letters of credit, financial and performance guarantees, credit protections, and liquidity facilities. The MHFG Group
recognizes guarantee fees income over the guarantee period. The MHFG Group receives such a guarantee fee at the
inception of the guarantee or by installment, and in either case approximates the fair value of the guarantee.
Fair Value Measurements
The MHFG Group carries certain of its financial assets and liabilities at fair value on a recurring basis. These
financial assets and liabilities are primarily composed of trading account assets, trading account liabilities andavailable-for-sale securities. In addition, the Group measures certain financial assets and liabilities, at fair value
on a non-recurring basis. Those assets and liabilities primarily include items that are measured at the lower ofcost or fair value such as loans held for sale, and items that were initially measured at cost and have been written
down to fair value for impairment such as loans and other investments.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. In accordance with SFAS No.157, “Fair Value
Measurements” (“SFAS No.157”), which the Group adopted effective April 1, 2008, the Group classifies its
financial assets and liabilities into the fair value hierarchy (Level 1, 2, and 3). See Note 28 “Fair value” for thedetailed definition of each level.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
When determining fair value, the MHFG Group considers the principal or most advantageous market in which
the Group would transact and consider assumptions that market participants would use when pricing the asset or
liability. The Group maximizes the use of observable inputs and minimizes the use of unobservable inputs whenmeasuring fair value. See Note 28 “Fair value” for descriptions of valuation methodologies used for its assets andliabilities by product.
Fees and commissions
Fee revenue is recognized when all of the following criteria have been met: persuasive evidence of an agreement
exists, services have been rendered, the price is fixed or determinable, and collectibility is reasonably assured.
Trust fees are recognized on an accrual basis and are usually based on the volume of assets under custody or
management. Performance-related fees associated with certain trust products are recognized on an accrual basis.
Fees on funds transfer and collection services are generally recognized as revenue when the related services are
performed. Revenues from investment banking services are recorded at the time the underlying transactions aresubstantially completed and there are no other contingencies associated with the fees. Fees from trade-related
financing services are recognized over the period of the financing.
Fees and commissions are presented on a gross basis.
Income taxes
Income taxes are accounted for in accordance with SFAS No.109, “Accounting for Income Taxes”, as amended(“SFAS No.109”). Deferred income taxes reflect the net tax effects of (1) temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and those corresponding amounts used for income tax
purposes, and (2) operating loss and tax credit carryforwards. A valuation allowance for any portion of the deferred tax
assets is recorded unless it is more likely than not that the deferred tax assets will be realized. Deferred income tax
benefit or expense is recognized for the changes in the net deferred tax asset or liability between periods.
Earnings per common share
Basic earnings per common share are computed by dividing net income by the weighted average number ofcommon shares outstanding during the fiscal year. Diluted earnings per common share reflect the possible
exercise of all convertible securities, such as convertible preferred stock to the extent they are not anti-dilutive.
See Note 19 “Earnings per common share” for the computation of basic and diluted earnings per common share.
2. Recently issued accounting pronouncements
Recently adopted accounting pronouncements
In January 2003, the EITF reached a consensus on Issue No.03-2, “Accounting for the Transfer to the Japanese
Government of the Substitutional Portion of Employee Pension Fund Liabilities” (“EITF Issue No.03-2”), which
was ratified by the FASB in February 2003. EITF Issue No.03-2 addresses accounting for a transfer to theJapanese government of the substitutional portion of an employee pension fund and requires employers toaccount for the entire separation process of the substitutional portion from an entire plan upon completion of thetransfer to the government of the substitutional portion of the benefit obligation and related plan assets as theculmination of a series of steps in a single settlement transaction. It also requires that the difference between thefair value of the obligation and the assets required to be transferred to the government, if any, should be
accounted for as a subsidy from the government, separately from gain or loss on settlement of the substitutional
portion of the obligation, upon completion of the transfer. See Note 21 “Pension and other employee benefit
plans” for a further discussion of the impact of EITF Issue No.03-2.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In May 2005, the FASB issued SFAS No.154, “Accounting Changes and Error Corrections—a replacement of
APB Opinion No.20 and FASB Statement No.3” (“SFAS No.154”), which replaces APB Opinion No.20,“Accounting Changes” (“APB Opinion No.20”), and SFAS No.3, “Reporting Accounting Changes in Interim
Financial Statements” (“SFAS No.3”), and requires all voluntary changes in accounting principle, as well as thechanges required by an accounting pronouncement in the unusual instance that the pronouncement does notinclude specific transition provisions, be accounted for as retrospective application to prior periods’ financial
statements, unless it is impracticable. SFAS No.154 is effective for accounting changes and corrections of errors
made in fiscal years beginning after December 15, 2005. The adoption of the SFAS No.154 did not have amaterial impact on the MHFG Group’s consolidated results of operations or financial condition.
In June 2005, the EITF reached a consensus on Issue No.04-5, “Determining Whether a General Partner, or the
General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have
Certain Rights” (“EITF Issue No.04-5”). EITF Issue No.04-5 provides guidance to general partners in limited
partnerships in determining if they control the limited partnerships. The guidance indicates the factors to beconsidered in determining if the general partner has control of the limited partnership include: rebuttablepresumption of control, ability of limited partners to liquidate the limited partnership or remove the generalpartner without cause, limited partners’ substantive participating rights, and limited partners’ protective rights.
EITF Issue No.04-5 is applicable to all new partnerships formed and for existing partnerships for which thepartnership agreements are modified after June 29, 2005. For all other existing partnerships, EITF Issue No.04-5
is applicable for the first reporting period for fiscal years beginning after December 15, 2005. The MHFG Groupearly adopted EITF Issue No.04-5, and the adoption did not have a material impact on the MHFG Group’s
consolidated results of operations or financial condition.
In November 2005, the FASB issued FASB Staff Position (“FSP”) No.FAS115-1 and FAS124-1, “The Meaningof Other-Than-Temporary Impairment and Its Application to Certain Investments” (“FSP No.FAS115-1 and
FAS124-1”), which nullifies guidance on determining whether an impairment is other-than-temporary included
in EITF Issue No.03-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments” (“EITF Issue No.03-1”), and effectively retains the guidance in this area before EITF Issue
No.03-1. The FSP does, however, generally carry forward EITF Issue No.03-1’s impairment guidance relating tocost method investments and disclosures. The FSP is effective in the first reporting period beginning after
December 15, 2005. The adoption of the FSP did not have a material impact on the MHFG Group’s consolidated
results of operations or financial condition.
In February 2006, the FASB issued SFAS No.155, “Accounting for Certain Hybrid Financial Instruments—anamendment of FASB Statements No.133 and 140” (“SFAS No.155”), which eliminates the exemption fromapplying the bifurcation requirements of SFAS No.133 to beneficial interests in securitized financial assets.
SFAS No.155 permits an enterprise to elect fair value measurement at acquisition, at issuance, or when apreviously recognized financial instrument is subject to a remeasurement event, on an instrument-by-instrument
basis, with respect to a hybrid financial instrument that contains an embedded derivative that would otherwise bebifurcated. SFAS No.155 is effective for all financial instruments acquired or issued after the beginning of anentity’s first fiscal year that begins after September 15, 2006. The MHFG Group elected to early adopt SFAS
No.155 as of April 1, 2006 and applied SFAS No.155 fair value measurement to certain structured notes issued.
The impact of adoption was a decrease to the beginning balance of Accumulated deficit as of April 1, 2006 of¥1,514 million after-tax, which included gross unrealized gains of ¥1,552 million after-tax and gross unrealized
losses of ¥38 million after-tax. The adoption of SFAS No.155 did not have a material impact on the MHFG
Group’s consolidated results of operations or financial condition.
In March 2006, the FASB issued SFAS No.156, “Accounting for Servicing of Financial Assets—an amendmentof FASB Statement No.140” (“SFAS No.156”), which requires all separately recognized servicing assets and
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
liabilities be initially measured at fair value, if practical. SFAS No.156 permits, but does not require, anenterprise to elect to remeasure servicing assets and liabilities at fair value in subsequent periods. SFAS No.156
is effective for fiscal years beginning after September 15, 2006. The adoption of SFAS No.156 did not have amaterial impact on the MHFG Group’s consolidated results of operations or financial condition.
In April 2006, the FASB issued FSP No.FIN46(R)-6, “Determining the Variability to Be Considered in Applying
FASB Interpretation No.46(R)” (“FSP No.FIN46(R)-6”), which addresses how an enterprise should determine
the variability to be considered in applying FIN No.46R. FSP No.FIN46(R)-6 requires that the variability to beconsidered in applying FIN No.46R be based on an analysis of the design of the entity, which entails an analysisof the nature of risks in the entity and determination of the purpose(s) for which the entity has been created andthe variability that the entity creates. An enterprise is required to apply FSP No.FIN46(R)-6 prospectively to all
entities (including newly created entities) with which that enterprise first becomes involved and to all entities
previously required to be analyzed under FIN No.46R when a reconsideration event, as defined by FIN No.46R,
has occurred beginning the first day of the first reporting period beginning after June 15, 2006. The MHFG
Group has early adopted the FSP, and the adoption did not have a material impact on the MHFG Group’s
consolidated results of operations or financial condition.
In June 2006, the FASB ratified the EITF consensus on Issue No.06-2, “Accounting for Sabbatical Leave andOther Similar Benefits Pursuant to FASB Statement No.43” (“EITF Issue No.06-2”). EITF Issue No.06-2
addresses accounting for compensated absences that require the completion of a minimum service period and do
not increase with additional years of service. EITF Issue No.06-2 is effective for fiscal years beginning after
December 15, 2006. The adoption of EITF Issue No.06-2 did not have a material impact on the MHFG Group’s
consolidated results of operations or financial condition.
In July 2006, the FASB issued FIN No.48, “Accounting for Uncertainty in Income Taxes” (“FIN No.48”), which
creates a single model to address uncertainty in all tax positions subject to SFAS No.109. FIN No.48 clarifies theaccounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet
before being recognized in the financial statements. FIN No.48 also provides guidance on derecognition,measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The
MHFG Group adopted FIN No.48 as of April 1, 2007 that resulted in an increase to the beginning balance ofAccumulated deficit of ¥2,597 million. For further discussion regarding the impact of FIN No.48, see Note 20“Income taxes”.
In September 2006, the U.S. Securities and Exchange Commission (“SEC”) staff issued Staff Accounting
Bulletin (“SAB”) No.108, “Considering the Effects of Prior Year Misstatements When Quantifying
Misstatements in Current Year Financial Statements” (“SAB No.108”). SAB No.108 provides guidance onquantifying and evaluating the materiality of unrecorded misstatements. It requires the use of both the “ironcurtain” and “rollover” approaches in quantifying and evaluating the materiality of a misstatement. Under theiron curtain approach, the error is quantified as the cumulative amount by which the current year balance sheet is
misstated. The rollover approach quantifies the error as the amount by which the current year income statement is
misstated. If either approach results in a material misstatement, financial statement adjustments are required.
SAB No.108 is effective for financial statements issued for fiscal years ended after November 15, 2006. The
adoption of SAB No.108 did not have a material impact on the MHFG Group’s consolidated results of operations
or financial condition.
In September 2006, the FASB issued SFAS No.157 which clarifies the definition of fair value and the method
used to measure fair value and expands the disclosure requirements about fair value measurements.
SFAS No.157 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from sources independent of the reporting entity and (2) the reporting
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
entity’s own assumptions about market participant assumptions developed based on the best information
available in the circumstances. SFAS No.157 nullifies certain guidance provided for in EITF Issue No.02-3,“Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in
Energy Trading and Risk Management Activities” (“EITF Issue No.02-3”), and the related provisions of
SFAS No.133. SFAS No.157 is effective for fiscal years beginning after November 15, 2007. In February 2008,
the FASB issued FSP No.FAS157-1, “Application of FASB Statement No.157 to FASB Statement No.13 andOther Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification
or Measurement under Statement 13” (“FSP No.FAS157-1”) and FSP No.FAS157-2, “Effective Date of FASBStatement No.157” (“FSP No.FAS157-2”), which partially delay the effective date of SFAS No.157 for one year
for certain nonfinancial assets and liabilities and remove certain leasing transactions from its scope. In October
2008, the FASB issued FSP No. FAS157-3, “Determining the Fair Value of a Financial Asset When the Market
for That Asset Is Not Active” (“FSP No.FAS157-3”), which clarifies the application of SFAS No.157 in markets
that are not active and provides an example to illustrate key considerations in determining the fair value of afinancial asset when the market for that financial asset is not active. The impact of adoption of SFAS No.157 wasa decrease of ¥1,464 million to the beginning balance of Accumulated deficit as of April 1, 2008. See Note 28“Fair value” for further discussion of the impact of SFAS No.157.
In September 2006, the FASB issued SFAS No.158, “Employers’ Accounting for Defined Benefit Pension andOther Postretirement Plans—an amendment of FASB Statements No.87, 88, 106, and 132(R)” (“SFAS No.158”),
which requires entities to recognize a net liability or asset to report the funded status of their defined benefit
plans and other post retirement benefit plans in its consolidated statement of financial position. SFAS No.158
clarifies that defined benefit assets and obligations should be measured as of the date of the entity’s fiscal
year-end statement of financial position. SFAS No.158 also provides additional disclosure requirements for
information related to certain effects on net periodic benefit cost for the next fiscal year that arise from thedelayed recognition of gains and losses, prior service costs and credits, and transition asset or obligation.
SFAS No.158 is effective as of the end of the fiscal years ended after December 15, 2006. See Note 21 “Pension
and other employee benefit plans” for the impact of adopting SFAS No.158.
In February 2007, the FASB issued SFAS No.159, “The Fair Value Option for Financial Assets and Financial
Liabilities Including an amendment of FASB Statement No.115” (“SFAS No.159”). SFAS No.159 allows entities
to choose, at specified election dates, to measure eligible financial assets and liabilities and certain other items at
fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option
for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized incurrent earnings. SFAS No.159 is effective for fiscal years beginning after November 15, 2007. The financial
assets or liabilities for which the MHFG Group elected the fair value option as of April 1, 2008 are primarily
foreign currency denominated available-for-sale securities and certain hybrid financial instruments that containembedded derivatives that had not been previously elected or eligible for fair value treatment under
SFAS No.155. The impact of adoption of SFAS No.159 was a decrease of ¥26,373 million to the beginningbalance of Accumulated deficit as of April 1, 2008. See Note 28 “Fair value” for further discussion of the impact
of SFAS No.159.
In April 2007, the FASB issued FSP No.FIN39-1, “Amendment of FASB Interpretation No.39” (“FSPNo.FIN39-1”). FSP No.FIN39-1 amends FIN No.39, “Offsetting of Amounts Related to Certain Contracts—aninterpretation of APB Opinion No.10 and FASB Statement No.105” (“FIN No.39”), to permit a reporting entity
to offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to
return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed withthe same counterparty under the same master netting arrangement. The adoption of FSP No.FIN39-1 did not havean impact on the MHFG Group’s consolidated results of operations or financial condition, as the Group did not
adopt such offsets.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In May 2008, the FASB issued SFAS No.162, “The Hierarchy of Generally Accepted Accounting Principles”(“SFAS No.162”). SFAS No.162 identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements of nongovernmental entities that are presented
in conformity with U.S. GAAP. SFAS No.162 is effective 60 days following the SEC’s approval of the PublicCompany Accounting Oversight Board amendments to AU Section 411 “The Meaning of Present Fairly inConformity with Generally Accepted Accounting Principles”. The SEC approved the amendments on
September 16, 2008. The adoption of SFAS No.162 did not have a material impact on the MHFG Group’s
consolidated results of operations or financial condition.
In September 2008, the FASB issued FSP No.FAS133-1 and FIN45-4, “Disclosures about Credit Derivatives andCertain Guarantees—An Amendment of FASB Statement No.133 and FASB Interpretation No.45; andClarification of the Effective Date of FASB Statement No.161” (“FSP No.FAS133-1 and FIN45-4”). FSP
No.FAS133-1 and FIN45-4 requires enhanced disclosures about credit derivatives and certain guarantees toaddress the potential adverse effects of changes in credit risk on the financial position, financial performance, andcash flows of the sellers of credit derivatives and certain guarantees. FSP No.FAS133-1 and FIN45-4 is effective
for reporting periods ending after November 15, 2008. FSP No.FAS133-1 and FIN45-4 is an accounting principle
which expands disclosure requirements, and had no impact on the MHFG Group’s consolidated results ofoperations or financial condition.
In December 2008, the FASB issued FSP No.FAS140-4 and FIN46(R)-8, “Disclosures by Public Entities(Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities” (“FSP No.FAS140-4
and FIN46(R)-8”). FSP No.FAS140-4 and FIN46(R)-8 amends SFAS No.140 to require public entities to provide
additional disclosures about transfers of financial assets and, also, amends FIN No.46R to require public
enterprises, including sponsors that have a variable interest in a VIE, to provide additional disclosures about theirinvolvement with VIEs. In addition, FSP No.FAS140-4 and FIN46(R)-8 requires disclosures by a public
enterprise that is (a) a sponsor of a qualifying special-purpose entity (“SPE”) that holds a variable interest in thequalifying SPE but was not the transferor of financial assets to the qualifying SPE and (b) a servicer of aqualifying SPE that holds a significant variable interest in the qualifying SPE but was not the transferor of
financial assets to the qualifying SPE. FSP No.FAS140-4 and FIN46(R)-8 is effective for the first reporting
period ending after December 15, 2008. FSP No.FAS140-4 and FIN46(R)-8 is an accounting principle which
expands disclosure requirements, and had no impact on the MHFG Group’s consolidated results of operations or
financial condition.
In January 2009, the FASB issued FSP No.EITF99-20-1, “Amendments to the Impairment Guidance of EITF Issue
No.99-20” (“FSP No.EITF99-20-1”). FSP No.EITF99-20-1 amends the impairment guidance in EITF Issue No.99-20,“Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to Be Held by a Transferor in Securitized Financial Assets” (“EITF Issue No.99-20”), to achieve moreconsistent determination of whether an other-than-temporary impairment has occurred. FSP No.EITF99-20-1 also
retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure
requirements in SFAS No.115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No.115”),and other related guidance. FSP No.EITF99-20-1 is effective for reporting periods ending after December 15, 2008.
The adoption of the FSP did not have a material impact on the MHFG Group’s consolidated results of operations or
financial condition.
Accounting pronouncements issued but not yet effective
In June 2007, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position(“SOP”) No.07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies andAccounting by Parent Companies and Equity Method Investors for Investments in Investment Companies”
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(“SOP No.07-1”). SOP No.07-1 provides guidance for determining whether an entity is within the scope of the
AICPA Audit and Accounting Guide Investment Companies (“the Guide”). Prior to the issuance of SOP
No.07-1, in May 2007, the FASB issued FSP No.FIN46(R)-7 “Application of FASB Interpretation No.46(R) to
Investment Companies” (“FSP No.FIN46(R)-7”), which addresses the application of FIN No.46R by an entitythat accounts for its investments in accordance with the Guide. FSP No.FIN46(R)-7 extends the scope exception
for investment companies in FIN No.46R to unregistered investment companies as defined by SOP No.07-1.
SOP No.07-1 was expected to be effective for fiscal years beginning on or after December 15, 2007, with earlier
application encouraged, and FSP No.FIN46(R)-7 was expected to follow the adoption of SOP No.07-1. However,in February 2008, the FASB issued FSP No.SOP07-1-1, “Effective Date of AICPA Statement of Position 07-1”(“FSP No.SOP07-1-1”) to delay the effective date of SOP No.07-1 indefinitely in order to address
implementation issues. The MHFG Group does not expect that the current form of the SOP will have a material
impact on its consolidated results of operations or financial condition.
In December 2007, the FASB issued SFAS No.141 (revised 2007), “Business Combinations” (“SFAS No.141R”).
SFAS No.141R establishes principles and requirements for how the acquirer (1) recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in theacquiree, (2) recognizes and measures goodwill acquired in the business combination or a gain from a bargain
purchase, and (3) determines what information to disclose to enable users of the financial statements to evaluate thenature and financial effects of the business combination. SFAS No.141R applies prospectively to businesscombinations for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. Early adoption is prohibited. In April 2009, the FASB issued
FSP No.FAS141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That
Arise from Contingencies” (“FSP No.FAS141(R)-1”), which provides the guidance for initial recognition andmeasurement of all assets acquired and liabilities assumed in a business combination that arise from contingencies
as well as subsequent measurement and accounting of such assets and liabilities. Relating to the merger transaction
applying SFAS No.141R discussed in Note 33 “Subsequent events”, the MHFG Group expects to recognize an
increase in pretax income of approximately ¥107 billion during the fiscal year ending March 31, 2010.
In December 2007, the FASB issued SFAS No.160, “Noncontrolling Interests in Consolidated Financial
Statements—an amendment of ARB No.51” (“SFAS No.160”). SFAS No.160 amends Accounting Research
Bulletins No.51, “Consolidated Financial Statements” to establish accounting and reporting standards for thenoncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No.160 requires
expanded disclosures in the consolidated financial statements that clearly identify and distinguish between theinterests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS No.160 iseffective for fiscal years beginning on or after December 15, 2008. Early adoption is prohibited. The MHFG
Group is currently evaluating the potential impact that the adoption of SFAS No.160 will have on its
consolidated results of operations and financial condition.
In February 2008, the FASB issued FSP No.FAS140-3, “Accounting for Transfers of Financial Assets andRepurchase Financing Transactions” (“FSP No.FAS140-3”). FSP No.FAS140-3 provides that if an initial transfer
of a financial asset and a repurchase financing that is entered into contemporaneously with, or in contemplationof, the initial transfer meet certain conditions, the initial transfer shall be accounted for separately from therepurchase financing. Otherwise, the initial transfer and repurchase financing should be evaluated as a linked
transaction, which shall be accounted for based on the economics of the combined transactions. FSP
No.FAS140-3 is effective for fiscal years beginning after November 15, 2008. Early adoption is prohibited. The
MHFG Group does not expect that the adoption of FSP No.FAS140-3 will have a material impact on its
consolidated results of operations or financial condition.

F-23

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In March 2008, the FASB issued SFAS No.161, “Disclosures about Derivative Instruments and Hedging
Activities—an amendment of FASB Statement No.133” (“SFAS No.161”). SFAS No.161 requires enhanced
disclosures about derivative instruments and hedged items that are accounted for under SFAS No.133 and its
related interpretations. SFAS No.161 is effective for fiscal years beginning after November 15, 2008, with early
adoption permitted. SFAS No.161 is an accounting principle which expands disclosure requirements, and has no
impact on the MHFG Group’s consolidated results of operations or financial condition.
In June 2008, the EITF reached a consensus on Issue No.07-5, “Determining Whether an Instrument (orEmbedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF Issue No.07-5”). EITF Issue No.07-5 provides
guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to anentity’s own stock. EITF Issue No.07-5 is effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2008. The MHFG Group does not expect that the adoption of EITF Issue No.07-5
will have a material impact on its consolidated results of operations or financial condition.
In November 2008, the EITF reached a consensus on Issue No.08-6, “Equity Method Investment Accounting
Considerations” (“EITF Issue No.08-6”). EITF Issue No.08-6 clarifies the accounting for (1) initial measurement,(2) decrease in investment value and (3) change in level of ownership or degree of influence related to equity
method investments. EITF Issue No.08-6 is effective for reporting periods beginning after December 15, 2008.
The MHFG Group does not expect that the adoption of EITF Issue No.08-6 will have a material impact on its
consolidated results of operations or financial condition.
In December 2008, the FASB issued FSP No.FAS132(R)-1, “Employers’ Disclosures about Postretirement
Benefit Plan Assets” (“FSP No.FAS132(R)-1”). FSP No.FAS132(R)-1 requires additional disclosures about plan
assets of a defined benefit pension or other postretirement plan, including investment strategies, fair value ofmajor categories of plan assets and valuation techniques used to measure the fair value of plan assets. FSP
No.FAS132(R)-1 is effective for fiscal years ending after December 15, 2009, with early adoption permitted. FSP
No.FAS132(R)-1 is an accounting principle which expands disclosure requirements, and has no impact on the
MHFG Group’s consolidated results of operations or financial condition.
In April 2009, the FASB issued FSP No.FAS107-1 and APB28-1, “Interim Disclosures about Fair Value of
Financial Instruments” (“FSP No.FAS107-1 and APB28-1”). FSP No.FAS107-1 and APB28-1 requires
disclosures about the fair value of financial instruments for interim financial reporting periods of publicly traded
companies as well as in annual financial statements. The FSP also amends Accounting Principles Board (“APB”)
Opinion No.28, “Interim Financial Reporting”, to require those disclosures in summarized financial information
at interim reporting periods. The FSP is effective for interim reporting periods ending after June 15, 2009, withearly adoption permitted. The FSP is an accounting principle which expands disclosure requirements, and has no
impact on the MHFG Group’s consolidated results of operations or financial condition.
In April 2009, the FASB issued FSP No.FAS157-4, “Determining Fair Value When the Volume and Level ofActivity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly” (“FSP No.FAS157-4”). FSP No.FAS157-4 provides additional guidance for estimating fair value inaccordance with SFAS No.157, when the volume and level of activity for the asset or liability have significantly
decreased. FSP No.FAS157-4 also includes guidance on identifying circumstances that indicate a transaction is
not orderly. In addition, FSP No.FAS157-4 requires detailed disclosures for debt and equity securities. The FSP
is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted.
The MHFG Group does not expect that the adoption of the FSP will have a material impact on its consolidated
results of operations or financial condition.

F-24

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In April 2009, the FASB issued FSP No.FAS115-2 and FAS124-2, “Recognition and Presentation of OtherThan-Temporary Impairments” (“FSP No.FAS115-2 and FAS124-2”), which amends the other-than-temporary
impairment model for debt securities. FSP No.FAS115-2 and FAS124-2 requires an entity to recognize the credit
component of an other-than-temporary impairment of a debt security in earnings and the noncredit component inother comprehensive income when the entity does not intend to sell the security and it is more likely than not thatthe entity will not be required to sell the security prior to recovery. In addition, FSP No.FAS115-2 and FAS124-2
expands existing disclosures and requires new disclosures about other-than-temporary impairments. The FSP iseffective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted. The
MHFG Group is currently evaluating the potential impact that the adoption of the FSP will have on its
consolidated results of operations and financial condition.
In May 2009, the FASB issued SFAS No.165, “Subsequent Events” (“SFAS No.165”). SFAS No.165 establishes
general standards of accounting for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS No.165 is effective for interim or annual
financial periods ending after June 15, 2009. The MHFG Group does not expect that the adoption of
SFAS No.165 will have a material impact on its consolidated results of operations or financial condition.
In June 2009, the FASB announced that the FASB Accounting Standards Codification (“Codification”) would beofficially launched on July 1, 2009. The Codification reorganizes the thousands of U.S. GAAP pronouncements
into roughly 90 accounting topics, and does not change U.S. GAAP.
In June 2009, the FASB issued SFAS No.166, “Accounting for Transfers of Financial Assets—an amendment of
FASB Statement No.140” (“SFAS No.166”). SFAS No.166 requires more information about transfers offinancial assets, including securitization transactions, where enterprises have continuing exposure to the risks
related to the transferred financial assets. SFAS No.166 also eliminates the concept of qualifying SPE andchanges the requirements for derecognizing financial assets. SFAS No.166 is effective as of the beginning of anenterprise’s first fiscal year that begins after November 15, 2009. Early adoption is prohibited. The MHFG Group
is currently evaluating the potential impact that the adoption of SFAS No.166 will have on its consolidated
results of operations and financial condition.
In June 2009, the FASB issued SFAS No.167, “Amendments to FASB Interpretation No.46(R)” (“SFAS No.167”).
SFAS No.167 provides a new guidance how an enterprise determines whether the enterprise’s variable interests
give it a controlling financial interest in VIEs. The determination is based on, among other things, VIE’s purposeand design, an enterprise’s ability to direct the activities of the VIE that most significantly impact the entity’s
economic performance, and if an enterprise has the obligation to absorb losses of or the right to receive benefits
from the VIE that could be significant. SFAS No.167 is effective as of the beginning of an enterprise’s first fiscal
year that begins after November 15, 2009. Early adoption is prohibited. The MHFG Group is currently evaluating
the potential impact that the adoption of SFAS No.167 will have on its consolidated results of operations andfinancial condition.
In June 2009, the FASB issued SFAS No.168, “The FASB Accounting Standards Codification and the Hierarchyof Generally Accepted Accounting Principles—a replacement of FASB Statement No.162” (“SFAS No.168”).
SFAS No.168 replaces SFAS No.162 and establishes the Codification as the single source of authoritative U.S.
GAAP recognized by the FASB to be applied in the preparation of financial statements of nongovernmental
entities. SFAS No.168 is effective for interim and annual reporting periods ending after September 15, 2009. As
SFAS No.168 and the Codification do not change U.S. GAAP, the adoption of SFAS No.168 will have no impact
on the MHFG Group’s consolidated results of operations or financial condition.

F-25

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
3. Trading account assets and trading account liabilities
The following table presents the components of Trading account assets and Trading account liabilities at theirfair value at March 31, 2008 and 2009:
2008
2009
(in millions of yen)

Trading account assets:
Trading securities:
Japanese government and corporate debt securities . . . . . . . . . . . . . . . . . . . .
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign government bonds and other securities . . . . . . . . . . . . . . . . . . . . . . .

8,089,599
464,1312,039,699

6,006,896
74,3685,408,636

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,593,429

11,489,900

Derivative assets:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts, mainly commodity-related contracts . . . . . . . . . . . . . . . . . .

6,277,427
2,963,667
153,955
297,332
266,594

15,314,499
3,206,098
215,486
548,980
231,348

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,958,975

19,516,411

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20,552,404

31,006,311

4,704,852

2,886,889

5,733,591
2,837,749
169,670
358,703
315,875

14,626,146
3,102,176
228,586
461,089
202,599

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,415,588

18,620,596

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14,120,440

21,507,485

Trading account liabilities:
Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative liabilities:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other contracts, mainly commodity-related contracts . . . . . . . . . . . . . . . . . .

See Note 28 “Fair value” for the methodologies and assumptions used to estimate fair values.
The MHFG Group performs trading activities through market-making, sales, and arbitrage. Net trading gains(losses) for the fiscal years ended March 31, 2007, 2008 and 2009 are comprised of the following:
2007

2008
2009
(in millions of yen)

Trading account gains (losses)—net:
Trading securities, excluding derivative contracts . . . . . . . . . . . . . . . . . . . .
Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

144,740
245,150(269,702) (160,804)
405,657 282,822

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains (losses)—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

389,890(51,304)

135,955
296,732

122,018
23,769Net trading gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

338,586

432,687

145,787

F-26

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
4. Investments
The amortized cost, gross unrealized gains and losses, and fair value of available-for-sale and held-to-maturity
securities at March 31, 2008 and 2009 are as follows:
2008
Gross
Gross
Amortized unrealized unrealized
cost
gains
lossesAvailable-for-sale securities: (1)Debt securities:
Japanese government
bonds . . . . . . . . . . . . . 16,216,080
18,424
Japanese local gov’t
bonds . . . . . . . . . . . . .
70,772
968
U.S. Treasury bonds . . . . 2,571,051
9,496
Other foreign gov’t
bonds . . . . . . . . . . . . . 1,768,307 110,813
Agency mortgagebacked securities (2) . . 1,562,347
2,079Japanese corporate
bonds . . . . . . . . . . . . . 2,419,072
2,585
Japanese other debt
securities . . . . . . . . . . 3,076,252
19,037
Foreign corporate bonds
and other debt
securities . . . . . . . . . . 2,160,272
10,798Equity securities(marketable) . . . . . . . . . . 2,619,520 1,966,890

2009
Gross
Gross
Fair
Amortized unrealized unrealized
value
cost
gains
losses(in millions of yen)

Fair
value

22,083 16,212,421 18,450,323

36,243

211
30,61571,5292,549,932

69,485
189,491

731
3,770

219
—

69,997
193,261

11,342

1,867,778

181,871911

778

182,004

43,6801,520,746

208,277

1,089

3,547

205,819

3,570

2,418,087

2,125,965

9,887

4,534

2,131,318

11,435

3,083,854

2,539,325

9,476

32,842

2,515,959

36,2912,134,779

946,045

15,89533,749928,191

73,8984,512,512

2,237,254 801,431

168,618

2,870,067

Total . . . . . . . . . . . . . . . . . . 32,463,673 2,141,090 233,125 34,371,638 26,948,036 879,433

28,448 18,458,118

272,735 27,554,734

Held-to-maturity securities:
Debt securities:
Japanese government
bonds . . . . . . . . . . . . .
Japanese local gov’t
bonds . . . . . . . . . . . . .
U.S. Treasury bonds . . . .

489,978176

76

490,078

50,039101—

50,14048,546240,391

17
4,753

13
—

48,550245,144

11,189117,906

4
1,466

—
—

11,193
119,372

Total . . . . . . . . . . . . . . . . . .

778,9154,946

89783,772

179,134

1,571—

180,705

Notes:(1) On April 1, 2008, the MHFG Group elected the fair value option under SFAS No.159 for foreign currency denominatedavailable-for-sale securities. See Note 28 “Fair value” for further information regarding those securities.
(2) Agency mortgage-backed securities presented in the above table consist of U.S. agency securities and Japanese agency
securities, of which the fair values were ¥1,269,227 million and ¥251,519 million, respectively, at March 31, 2008, and¥49,154 million and ¥156,665 million, respectively, at March 31, 2009. U.S. agency securities primarily consist of
Government National Mortgage Association or Ginnie Mae securities, which are guaranteed by the United States
government. All of Japanese agency securities are mortgage-backed securities issued by Japan Housing Finance Agency,
a Japanese government-sponsored enterprise.

F-27

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The amortized cost and fair value of available-for-sale and held-to-maturity debt securities at March 31, 2009 bycontractual maturity are shown in the table below. Expected maturities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or without penalties. Securities not due
at a single maturity date and securities embedded with call or prepayment options, such as mortgage-backed
securities, are included in the table below based on their original final or contractual maturities.
Available-for-sale debt
Held-to-maturity debt
securities
securities
Amortized cost
Fair value
Amortized cost Fair value(in millions of yen)Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one year through five years . . . . . . . . . . . . . . . .
Due after five years through ten years . . . . . . . . . . . . . . . .
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,370,646
11,041,106
2,497,010
2,802,020

8,377,824
11,028,666
2,467,954
2,810,223

179,134———

180,705———

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24,710,782

24,684,667

179,134

180,705

The following tables show the gross unrealized losses and fair value of available-for-sale and held-to-maturity
securities, aggregated by the length of time that individual securities have been in a continuous unrealized loss
position, at March 31, 2008 and 2009:
Less than 12 months
Gross
Fair
unrealized
Valuelosses

12 months or more
Gross
Fair
unrealized
Valuelosses(in millions of yen)

7,623,532
5,959
709,673
549,322

22,08326
29,7488,520

25
24,153
15,71725,054

599,820
360,813938,706

42,7081,086
5,062

584,453
365,719

Total . . . . . . . . . . . . . . . . . . . . . . . . .

Total
Fair
Value

Gross
unrealized
losses

—
185
867
2,822

7,623,557
30,112
725,390574,376

22,083
211
30,615
11,342

119,831
1,293,798
920,546

972
2,484
6,373

719,651
1,654,611
1,859,252

43,6803,570
11,43524,02773,726

112,542
293

12,264
172

696,995
366,01236,29173,898

11,737,997

206,986

2,511,959

26,13914,249,956

233,125

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . .
Japanese local gov’t bonds . . . . . .

—
—

—
—

100,023
28,92576
13100,023
28,92576
13

Total . . . . . . . . . . . . . . . . . . . . . . . . .

——128,948

89

128,948

89

2008

Available-for-sale securities: (1)Debt securities:
Japanese government bonds . . . . .
Japanese local gov’t bonds . . . . . .
U.S. Treasury bonds . . . . . . . . . . .
Other foreign gov’t bonds . . . . . .
Agency mortgage-backed
securities (2) . . . . . . . . . . . . . . . .
Japanese corporate bonds . . . . . . .
Japanese other debt securities . . .
Foreign corporate bonds and otherdebt securities . . . . . . . . . . . . . .
Equity securities (marketable) . . . . .

F-28

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2009

Available-for-sale securities: (1)Debt securities:
Japanese government bonds . . . . . . .
Japanese local gov’t bonds . . . . . . . .
U.S. Treasury bonds . . . . . . . . . . . . .
Other foreign gov’t bonds . . . . . . . .
Agency mortgage-backed
securities (2) . . . . . . . . . . . . . . . . . .
Japanese corporate bonds . . . . . . . . .
Japanese other debt securities . . . . .
Foreign corporate bonds and otherdebt securities . . . . . . . . . . . . . . . .
Equity securities (marketable) . . . . . . .

Less than 12 months
Gross
Fair
unrealized
Valuelosses

12 months or more
Gross
Fair
unrealized
Valuelosses(in millions of yen)

Total
Fair
Value

Gross
unrealized
losses5,362,022
20,535
13
43,75528,448121—
778—
16,668
4
—

—
98
—
—

5,362,022
37,20317
43,75528,448219—
778

89,3571,307,149
436,133

1,484
1,274
3,282

58,186
84,835
1,223,322

2,063
3,260
29,560147,543
1,391,984
1,659,455

3,547
4,534
32,842

47,982
835,997699
168,598

364,82445

33,05020

412,806
836,042

33,749168,618

Total . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,142,943

204,684

1,747,884

68,0519,890,827

272,735

Held-to-maturity securities:
Debt securities:
Japanese government bonds . . . . . . .
Japanese local gov’t bonds . . . . . . . .

—
—

—
—

—
—

—
—

—
—

—
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

—

—

—

Notes:(1) On April 1, 2008, the MHFG Group elected the fair value option under SFAS No.159 for foreign currency
denominated available-for-sale securities. See Note 28 “Fair value” for further information regarding thosesecurities.
(2) Agency mortgage-backed securities presented in the above table consist of U.S. agency securities and Japaneseagency securities, of which the fair values were ¥599,701 million and ¥119,950 million, respectively, atMarch 31, 2008. There were no U.S. agency securities in a loss position at March 31, 2009, primarily due tothe transfer to trading securities caused by applying the fair value option as noted above. U.S. agency securities
primarily consist of Government National Mortgage Association or Ginnie Mae securities, which are
guaranteed by the United States government. All of Japanese agency securities are mortgage-backed securities
issued by Japan Housing Finance Agency, a Japanese government-sponsored enterprise.
The MHFG Group performs periodic reviews to identify impaired securities. Impairment is evaluatedconsidering the length of time and extent to which the fair value has been below cost, the financial condition andnear-term prospects of the issuer, as well as the MHFG Group’s ability and intent to hold the investments for anadequate period of time until an anticipated market price recovery or maturity. If it is determined that the
impairment is other-than-temporary, the investment is written down to fair value, and a loss is recognized
immediately through earnings.
The MHFG Group has determined that the unrealized losses on investments in a continuous loss position for 12months or more at March 31, 2009, are not other-than-temporary, because such losses have resulted primarily
from reduced liquidity, not due to credit deterioration, and the MHFG Group has the ability and intent to holdthem for a period of time sufficient to recover gross unrealized losses.
F-29

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the fiscal years ended March 31, 2007, 2008 and 2009, losses resulting from write-downs for other-thantemporary impairment on available-for-sale securities were ¥212,583 million, ¥661,088 million and ¥462,909
million, respectively. No impairment losses were recorded on held-to-maturity securities for those fiscal years.
For the fiscal years ended March 31, 2007, 2008 and 2009, proceeds from sales of available-for-sale securities
were ¥34,492 billion, ¥67,553 billion and ¥47,039 billion, respectively. Gross realized gains on those sales were¥294,821 million, ¥597,361 million and ¥212,500 million, respectively, and gross realized losses on those sales
were ¥51,654 million, ¥142,455 million and ¥120,324 million, respectively, for the fiscal years ended March 31,
2007, 2008 and 2009.
Other investments
The following table summarizes the composition of other investments:
2008
2009
(in millions of yen)

Equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments held by consolidated investment companies . . . . . . . . . . . . . . . . . . . . . . . . . .
Other equity interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

234,961
77,096693,138

284,635
88,159639,044

Total other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,005,195

1,011,838

Equity method investments
Investments in investees over which the MHFG Group has the ability to exert significant influence are accounted
for using the equity method of accounting. Such investments included marketable equity securities carried at¥35,292 million and ¥49,694 million, at March 31, 2008 and 2009, respectively. The aggregated market values of
those marketable equity securities were ¥50,558 million and ¥50,132 million, respectively.
Investments held by consolidated investment companies
The MHFG Group consolidates certain investment companies for which it has control either through ownershipor other means. Investment companies are subject to specialized industry accounting which requires investments
to be carried at fair value, with changes in fair value recorded in earnings. The MHFG Group maintains thisspecialized industry accounting for investments held by consolidated investment companies, which consist of
marketable and non-marketable investments.
Other equity interests
Other equity interests consist primarily of non-marketable equity securities outside the scope of SFAS No.115,
for which the MHFG Group has neither significant influence nor control over the investees. These securities arestated at acquisition cost, with other-than-temporary impairment, if any, included in earnings. The fair values ofthese securities at March 31, 2008 and 2009 were not readily determinable. The MHFG Group monitors thestatus of each investee, including its credit rating, to determine whether impairment losses should be recognized.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
5. Loans
The table below presents loans outstanding by domicile and industry of borrower at March 31, 2008 and 2009:
2008
2009
(in millions of yen)Domestic:
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wholesale and retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other industries (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Individuals:
Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,806,714
1,429,596
6,489,603
5,566,161
6,100,129
2,516,266
4,355,610
5,807,510
5,061,023

8,915,085
1,456,298
6,215,710
5,378,425
6,006,392
2,593,178
5,037,117
8,655,149
4,645,720

11,122,393
1,204,350

11,382,136
1,161,047

Total domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57,459,355

61,446,257

Foreign:
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Banks and other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government and public institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,815,166
1,544,938
414,688
93,8528,680,337
2,223,733
300,524
94,263

Total foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,868,644

11,298,857

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Unearned income and deferred loan fees—net . . . . . . . . . . . . . . . . . . . . . . . . . . .

68,327,999
106,192

72,745,114
88,019Total loans before allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68,221,807

72,657,095

Note: Other industries of domestic and other of foreign include trade receivables and lease receivables of
consolidated VIEs.
Net losses on sales of loans were ¥766 million, ¥64,771 million and ¥49,822 million, of which valuation losses
related to loans held for sale accounted for at the lower of cost or fair value were nil, ¥59,766 million and¥37,922 million for the fiscal years ended March 31, 2007, 2008 and 2009, respectively.
The MHFG Group reclassified certain loans held for sale within Other assets to Loans at their lower of cost or
fair value during the fiscal year ended March 31, 2009. See consolidated statements of cash flows for the amountreclassified.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Impaired loans
The MHFG Group considers both loans that are subject to SFAS No.114 and small balance, homogenous loans to
be impaired when it is probable that the MHFG Group will be unable to collect all the scheduled payments ofprincipal and interest when due according to the contractual terms of the loan. Among other things, restructuredloans under SFAS No.15 and loans that are 90 days or more delinquent are generally considered to be impaired.
All of the MHFG Group’s impaired loans are designated as nonaccrual loans. A summary of the recordedbalances of impaired loans and the related allowance for loan losses at March 31, 2008 and 2009 is shown below:
2008
2009
Recorded
Allowance for
Recorded
Allowance for
impaired loan
loan losses on
impaired loan
loan losses onbalance
impaired loans
balance
impaired loans(in millions of yen)

Impaired loans requiring an allowance for loan
losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impaired loans not requiring an allowance for loan
losses (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,089,728

349,183

1,147,771

440,340

205,746—284,277—

1,295,474

349,183

1,432,048

440,340

Note: These impaired loans do not require an allowance for loan losses because the MHFG Group has sufficientcollateral to cover probable loan losses.
The average recorded balance of impaired loans was ¥1,119 billion and ¥1,153 billion for the fiscal years ended
March 31, 2008 and 2009, respectively.
Gross interest income on nonaccrual loans which were included in Interest income on loans for the fiscal years
ended March 31, 2007, 2008 and 2009 were ¥30 billion, ¥33 billion and ¥38 billion, respectively.
6. Allowance for loan losses
Changes in Allowance for loan losses for the fiscal years ended March 31, 2007, 2008 and 2009 are shown
below:
2007

2008
2009
(in millions of yen)

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

812,321946,147

Provision (credit) for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

182,115(57,766) 567,396

Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

110,61258,021

271,242
47,375344,061
28,881

Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

52,591

223,867

315,180

Others (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,302(14,711) (32,233)

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

946,147

649,803649,803869,786

Note: Others include primarily foreign exchange translation.
The MHFG Group recorded provision for loan losses for the fiscal year ended March 31, 2007 due mainly to thedowngrade in the credit rating of a large non-bank financial company borrower. The Group recorded a credit forloan losses for the fiscal year ended March 31, 2008 due mainly to upgrades in the internal credit ratings of some
F-32

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
large borrowers, whose operating results and financial position improved. The credit was offset by provisions forloan losses relating to the declining trend in the financial condition of SMEs that have relatively weak businessbases, as well as downgrades to lower internal credit ratings of some large borrowers that experienced financial
difficulties during the fiscal year.
The amount of charge-offs decreased in the fiscal year ended March 31, 2007 as disposals of impaired loans
decreased and the general economic conditions in Japan continued to gradually improve. The amount of chargeoffs increased in the fiscal year ended March 31, 2008 due mainly to a debt-for-equity swap involving a loan to alarge non-bank financial company and an increase in disposals of impaired loans of SMEs and the borrowers thatexperienced financial difficulties, as discussed above.
Both the amount of provision for loan losses and charge-offs were significantly increased in the fiscal year ended
March 31, 2009 due mainly to the sharp downturn of the global economy.
7. Premises and equipment
Premises and equipment at March 31, 2008 and 2009 consist of the following:
2008
2009
(in millions of yen)

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

156,942584,774455,229
122,0517,045
514,588

177,311598,411457,419
110,432
19,932545,078

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,840,629
988,236

1,908,583
1,008,835

Premises and equipment—net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

852,393899,748

Depreciation and amortization expense for premises and equipment for the fiscal years ended March 31, 2007,2008 and 2009 was ¥140,313 million, ¥169,925 million and ¥146,191 million, respectively.
Premises and equipment under capital leases, which is primarily comprised of data processing equipment,
amounted to ¥48,260 million and ¥49,420 million at March 31, 2008 and 2009, respectively. Accumulated
depreciation and amortization on such premises and equipment at March 31, 2008 and 2009 amounted to ¥35,013
million and ¥39,387 million, respectively.
The MHFG Group recognized impairment losses of ¥9,299 million on premises and equipment for the fiscal year
ended March 31, 2009, of which ¥7,703 million was recorded in General and administrative expenses and ¥1,596
million was recorded in Occupancy expenses. Such losses included ¥9,211 million of impairment losses onsoftware and related server equipment recognized in the Global Retail Group due to the discontinuance ofdevelopment of a next generation mainframe computer system of certain domestic consolidated subsidiary.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
8. Goodwill
The changes in Goodwill during the fiscal years ended March 31, 2008 and 2009 were as follows:GlobalGlobalCorporate
Retail
Group
Group
Total
(in millions of yen)
2008

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—25,71525,715—39,559—24,54315,01639,55925,71550,25815,016————15,016——15,01615,016——15,0162009

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill in the Global Retail Group is entirely related to the MHIS operating segment. Due to an adverse change
in the business climate during the fiscal year ended March 31, 2008, it was determined that the carrying amountof the segment exceeded its fair value, which was calculated based on the quoted market price of MHIS’scommon stock, as of March 31, 2008, the date of the annual impairment test. Therefore, a goodwill impairment
loss of ¥24,543 million was recognized in the Global Retail Group during the fiscal year ended March 31, 2008.
Goodwill in the Global Corporate Group was acquired through MHCB’s subscriptions of the third-party
allocations by its subsidiary, MHSC, in December 2007 and January 2008. (Refer to Note 25 “Minority interestin consolidated subsidiaries”.) Since the estimation of future cash flows of the MHSC operating segment wasrevised downward reflecting the overall economic outlook of MHSC, it was determined that the carrying amountof the segment exceeded its fair value as of March 31, 2008, the date of the annual impairment test. Therefore, agoodwill impairment loss of ¥25,715 million was recognized in the Global Corporate Group during the fiscal
year ended March 31, 2008.
There were no impairment losses nor new acquisitions during the fiscal year ended March 31, 2009.
9. Pledged assets and collateral
The following amounts, by balance sheet classifications, have been pledged as collateral for borrowings and forother purposes at March 31, 2008 and 2009:
2008
2009
(in millions of yen)Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25,4286,447,148
15,039,802
6,938,723
1,241,471

44,7455,424,813
10,957,411
12,837,509
1,343,532

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

29,692,572

30,608,010

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The associated liabilities collateralized by the above assets at March 31, 2009 are summarized below:
2009(in millions of yen)

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

643,1962,020,400
2,983,331
3,765,475
3,790,993
4,252,014

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17,455,409

The Bank of Japan (“the BOJ”) requires private depository institutions to maintain a certain amount of funds as
reserves in current accounts with the BOJ, based on average deposit balances and certain other factors. There aresimilar reserve deposit requirements for foreign offices engaged in banking businesses in foreign countries. At
March 31, 2008 and 2009, the reserve funds maintained by the MHFG Group, which were included in Cash anddue from banks and Interest-bearing deposits in other banks, were ¥1,146 billion and ¥4,225 billion, respectively.
At March 31, 2008 and 2009, the MHFG Group had received collateral that can be sold or repledged, with a fairvalue of ¥16,973 billion and ¥12,910 billion, respectively, of which ¥10,940 billion and ¥10,139 billion,
respectively, were sold or repledged. Such collateral was primarily obtained under resale or securities borrowing
agreements, and was used generally as collateral under repurchase or securities lending agreements, or to covershort sales.
10. Deposits
The balances of time deposits and certificates of deposit issued by domestic offices in amounts of ¥10 million(approximately US$101 thousand at the Federal Reserve Bank of New York’s noon buying rate on March 31,2009) or more as well as the balance of those deposits issued by foreign offices in amounts of US$100,000 or
more at March 31, 2008 and 2009 are as follows:
2008
2009
(in millions of yen)Domestic offices:Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,699,719
8,993,040

19,042,783
8,519,700

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,692,759

27,562,483

Foreign offices:Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,806,250
1,078,242

6,267,038
839,748

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,884,492

7,106,786

The aggregate amount of demand deposits in overdraft status that have been reclassified as loan balances at
March 31, 2008 and 2009 was ¥745 billion and ¥693 billion, respectively.

F-35

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The balance and remaining maturities of time deposits and certificates of deposit issued by domestic and foreign
offices at March 31, 2009 are shown in the following table:Timedeposits

Certificates ofdeposit(in millions of yen)

Total

Domestic offices:
Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one year through two years . . . . . . . . . . . . . . . . . . . . . . .
Due after two years through three years . . . . . . . . . . . . . . . . . . . . .
Due after three years through four years . . . . . . . . . . . . . . . . . . . . .
Due after four years through five years . . . . . . . . . . . . . . . . . . . . . .
Due after five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24,749,087
1,975,347
1,399,410
235,826
276,953
114,274

8,515,500
4,200
—
—
—
—

33,264,587
1,979,547
1,399,410
235,826
276,953
114,274

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28,750,897

8,519,700

37,270,597

Foreign offices:
Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one year through two years . . . . . . . . . . . . . . . . . . . . . . .
Due after two years through three years . . . . . . . . . . . . . . . . . . . . .
Due after three years through four years . . . . . . . . . . . . . . . . . . . . .
Due after four years through five years . . . . . . . . . . . . . . . . . . . . . .
Due after five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,306,938
4,081
6,243
23
13,986—

839,779—————

7,146,717
4,081
6,243
23
13,986—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,331,271

839,779

7,171,050

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35,082,168

9,359,479

44,441,647

11. Debentures
MHCB and MHBK issue debentures denominated in Japanese yen with fixed interest rate to institutional andprivate investors as a source of funding for their operational needs. The following table presents interest rates andmaturity of debentures:

Five-year coupon debentures . . . . . . . . . . . . . . . . .

Interest rates(%)

Maturity

0.10-1.2

Apr. 2009-Apr. 2014

2008
2009
(in millions of yen)

3,159,443

2,300,460

Note: Interest rates and maturity shown are as of March 31,2009.
12. Due to trust accounts
MHTB and TCSB, which are MHFG’s subsidiary trust banks, hold assets on behalf of their customers in an
agent, fiduciary or trust capacity. Such trust account assets are not the MHFG Group’s proprietary assets and aremanaged and accounted for separately. However, the cash of individual trust accounts is often placed withMHTB and TCSB for the customers’ short-term investment needs. These amounts which MHTB and TCSB owe
to the trust accounts are recorded as Due to trust accounts.

F-36

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
13. Long-term debt
Long-term debt with original maturities of more than one year at March 31, 2008 and 2009 is comprised of thefollowing:
2008
2009
(in millions of yen)

Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loan participation borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior borrowings and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated borrowings and bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,999408,1212,630,600
4,557,190

18,684265,091
2,871,216
4,862,779

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,618,910

8,017,770

Note: Certain amounts in the prior period have been summarized into the current period’s presentation.
The following table presents interest rates and maturities of senior borrowings and bonds, and subordinatedborrowings and bonds:
Interest rates (2)(%)

Senior borrowings and bonds:
fixed rate denominated in Japanese yen . . .
fixed rate denominated in U.S. dollars . . . .
fixed rate denominated in Euro . . . . . . . . . .
fixed rate denominated in othercurrencies . . . . . . . . . . . . . . . . . . . . . . . . .
floating rate denominated in Japanese
yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
floating rate denominated in U.S. dollars . .
floating rate denominated in Euro . . . . . . . .
floating rate denominated in othercurrencies . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subordinated borrowings and bonds:
fixed rate denominated in Japanese yen . . .
fixed rate denominated in U.S. dollars . . . .
fixed rate denominated in Euro . . . . . . . . . .
floating rate denominated in Japanese
yen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
floating rate denominated in U.S. dollars . .
floating rate denominated in Euro . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Maturity (3)

2008
2009
(in millions of yen)

0-20.00-7.49—Apr. 2009-Oct. 2038
May. 2009-Sep. 2038—

1,504,602
6,491
2,595

1,964,082
5,324—

6.16-7.37

Jun. 2011-Jan. 2012

55,19030,6420-20.00-5.479
3.11

Apr. 2009-Dec. 2039
Apr. 2009-Jul. 2047
Jul. 2009

1,018,244
42,643787

857,685
12,802646

0Nov. 2012

48
35
2,630,600 2,871,216

0.96-4.74
5.89-14.91
4.85-4.98

Apr. 2009-Perpetual
Apr. 2010-Jan. 2024
Apr. 2009-Jun. 2011

2,494,776 3,257,319
729,747
512,139
198,832
163,1960.472-4.463
1.228-2.168
1.79-1.869

Apr. 2009-Perpetual
Jul. 2009-Jan. 2013
Sep. 2010

1,046,700
847,500
76,85374,186
10,282
8,439
4,557,190 4,862,779

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,187,790

7,733,995

Notes:(1) Certain amounts in the prior period have been summarized into the current period’s presentation.
(2) The interest rates shown are the range of contractual rates in effect at March 31, 2009.
(3) Maturity information shown is the range of maturities at March 31, 2009.
(4) None of the long-term debt issues listed above is convertible to common stock.
(5) Certain debt agreements permit the MHFG Group to redeem the related debt, in whole or in part, prior tomaturity at the MHFG Group’s option on terms specified in the respective agreements.
F-37

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following is a summary of contractual maturities of long-term debt subsequent to March 31, 2009:(in millions of yen)

Fiscal years ending March 31:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

827,543
479,821
1,130,925
1,045,848
704,557
3,829,076

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,017,770

14. Other assets and liabilities
The following table sets forth the details of other assets and liabilities at March 31, 2008 and 2009:2008 (Note)2009(in millions of yen)

Other assets:
Collateral provided for derivative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable from brokers, dealers and customers for securities
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Stabilization Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,172,979

1,237,247

1,626,662
295,333
229,094
125,147
666,644
48,798441,443

1,067,925
306,511
146,424
110,940
80,5008
435,999

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,606,100

3,385,554

Other liabilities:
Accounts payable to brokers, dealers and customers for securities transactions . . . .
Collateral accepted for derivative transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Factoring amounts owed to customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matured debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,512,818
743,493356,520
289,772
22,171
248,606
137,901
920,480

2,362,118
813,666
334,589274,630
251,124
208,225
147,304
815,034

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,231,761

5,206,690

Note: Certain amounts in the prior period have been reclassified to conform to the current period’s presentation.
Financial Stabilization Funds
The Financial Stabilization Funds were initiated in 1996 by the Japanese government in connection with theliquidation of certain failed housing-loan companies. Several financial institutions including the BOJ wererequired by the Japanese government to invest in these Funds in an effort to stabilize the effects on the Japanese
F-38

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
economy. The returns from the investment of the Funds are first to be used to make up for a part of the losses
incurred as the housing-loan companies’ loans are collected and disposed of. The Funds are principally invested
in Japanese government bonds, but the investment income earned by the Funds does not accrue to the MHFG
Group, and as a result, the deposits are noninterest-bearing.
The MHFG Group made deposits with the Funds amounting to ¥359,017 million during the fiscal year ended
March 31, 1997. The deposits are expected to mature in 15 years from the deposit date. The deposits werediscounted to their present value at the time of the deposit and the discount is being accreted over the expectedperiod to maturity using the interest method. The carrying amount of the deposits as of March 31, 2008 and 2009was ¥295,333 million and ¥306,511 million, respectively.
Unearned income
Unearned income is primarily comprised of refundable fees received from consumer loan customers at the time
the loan was made, which is being deferred and recognized in earnings as earned.
Matured debentures
Matured debentures represent the principal balance of debentures that have reached maturity but have not yet
been repaid to customers.
15. Preferred stock
On January 4, 2009, MHFG abolished the fractional share system and adopted the unit share system concurrently
with the allotment of shares or fractions of a share without consideration. The allotment was made at the rate of
999 shares per one share and 9.99 shares per every 0.01 of a share. Therefore, as a result of the allotment, thenumber of shares has increased a thousandfold.
The composition of preferred stock at March 31, 2007, 2008 and 2009 is as follows:
2007
Class of stock

Eleventh series class XI
preferred stock . . . . . . . . . . .
Class XII preferred stock . . . . .
Thirteenth series class XIII
preferred stock . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .

Aggregate amount(in millions of yen)

Eleventh series class XI
preferred stock . . . . . . . . . . .
Class XII preferred stock . . . . .
Thirteenth series class XIII
preferred stock . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .

Liquidation
value per share(yen)

Convertible
or not943,740—

1,398,500
1,500,000

943,740———

1,000,000—

Yes—

36,6901,500,000

36,690—1,000,000

No

980,430

4,398,500

980,430—
Liquidation
value per share(yen)

Convertible
or not2008
Class of stock

Number of shares
Authorized
IssuedIn treasury

Aggregate amount(in millions of yen)

Number of shares
Authorized
IssuedIn treasury

943,740—

1,398,500
1,500,000

943,740———

1,000,000—

Yes—

36,6901,500,000

36,690—1,000,000

No

980,430

4,398,500

980,430—

F-39

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2009
Class of stock

Aggregate amount(in millions of yen)

Eleventh series class XI
preferred stock (Note) . . . .
Class XII preferred stock . . . .
Thirteenth series class XIII
preferred stock . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .

Authorized

Number of shares
IssuedLiquidation Convertible
In treasury value per shareor not(yen)

914,752—

1,369,512,000 914,752,000 2,801,000
1,500,000,000
—
—

1,000
—

Yes
—

36,6901,500,000,000

1,000

No

951,442

4,369,512,000 951,442,000 2,801,000

36,690,000—

Note: The aggregate amount and number of issued shares include the preferred stock in treasury which has been
converted to common stock but not yet cancelled at March 31, 2009.
Holders or registered pledgees of preferred stock are entitled to receive annual dividends, and distribution ofresidual assets of MHFG as set out above as liquidation value per share, in priority to holders of common stock
but pari passu among themselves. MHFG may pay up to one-half of the annual dividend payable on each class ofpreferred stock as an interim dividend. Dividends on preferred stock are not cumulative. Holders of preferredstock are not entitled to vote at a general meeting of shareholders except where the articles of incorporation
entitle holders of preferred stock to vote.
Thirteenth series class XIII preferred stock is callable (in full or in part) at the option of the issuer after April 1,
2013. Call price is the sum of the liquidation value per share and the accrued dividend. Accrued dividend is
calculated on a daily basis starting on the first day of the fiscal period in which the call date belongs and endingon the call date. If an interim dividend is paid during that fiscal period, the amount of this interim dividend will
be subtracted from the accrued dividend.
Eleventh series class XI preferred stock is convertible into common stock at the option of the holder. Material
terms and conditions of conversion are as follows:
Conversion period (1)Eleventh series class XI
preferred stock

July 1, 2008 toJune 30, 2016

Conversion ratio (2)¥1,000/(conversion price), where the conversion price after
adjustment is ¥303.50 on or after August 6, 2009; to be reset on
July 1 of each year between 2010 and 2015 (each, a “ResetDate”) as ¥1,000/(conversion price), where the conversion priceis the lower of (x) the average price of daily closing prices(including closing bid or offered price) of common stock asreported by the Tokyo Stock Exchange (“TSE”) for the 30
consecutive trading days (excluding trading days on which no
closing price, closing bid or offered price is reported)commencing on the 45th trading day prior to the Reset Date and(y) the conversion price after adjustment effective as of theReset Date, provided that the conversion price shall not be lessthan ¥303.50.

Notes:(1) If the date to determine the shareholders entitled to exercise their voting rights at a general meeting of theshareholders of MHFG (the “Record Date”) is prescribed, the period from and including the date
immediately following such Record Date to and including the date on which such general meeting is
concluded shall be excluded.
F-40

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(2) Subject to adjustment, where issuance or disposal by MHFG of common stock for a price below the “current
market price”, a stock split, issuance of securities convertible into common stock at a price below the“current market price” at the time of issuance thereof or determination of the conversion price thereof,
merger or amalgamation, or a capital decrease or stock consolidation occurs and in certain othercircumstances.
Each share of preferred stock which has not been converted as described above by the end of the relevant
conversion period will be converted into common stock on the day following the end of the conversion period on
the following terms:
Conversion date

Eleventh series class XI
preferred stock

July 1, 2016

Conversion ratio¥1,000/(current market price), where the current market price isthe average price of daily closing prices (including closing bid
or offered price) of common stock as reported by the TSE forthe 30 consecutive trading days (excluding trading days on
which no closing price, closing bid or offered price is reported)commencing on the 45th trading day prior to July 1, 2016,provided that the current market price shall not be less than
¥303.50.

The changes in the number of shares and the aggregate amount of preferred stock during the fiscal years ended
March 31, 2007, 2008, and 2009 were as follows:
Issued at
Issued at
Issued atMarch 31,
March 31, Net March 31,
Class of stock
2006
Cancelled
2007
change2008
Cancelled Allotment(number of shares)
Preferred stock held by the Resolution and Collection Corporation:
Fourth series class IV preferred stock . . . . .
150,000 (150,000)
—
—
—
—
—
Sixth series class VI preferred stock . . . . . .
150,000 (150,000)
—
—
—
—
—
300,000(300,000)———

Preferred stock held by other shareholders:Eleventh series class XI preferredstock (2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thirteenth series class XIII preferredstock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

943,740—

943,740—

943,740

36,690—36,690—36,690Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

980,430—

980,430—

980,430(28,988) 950,490,558 951,442,000(300,000)

980,430—

980,430(28,988) 950,490,558 951,442,000

F-41

—

—
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total preferred stock . . . . . . . . . . . . . . . . . . 1,280,430—

Issued atMarch 31,2009—

(28,988) 913,837,248 914,752,000—

36,653,310

36,690,000

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Class of stock

Aggregate
amount at
March 31,2006

Cancelled (1)Aggregate
Aggregate
amount at
amount at
March 31,
Net
March 31,2007
change2008(in millions of yen)

Aggregate
amount at
March 31,
Cancelled
2009

Preferred stock held by the Resolution and Collection Corporation:
Fourth series class IV preferred stock . . . . . . . . .
300,000(300,000)
Sixth series class VI preferred stock . . . . . . . . . .
300,000(300,000)

—
—

—
—

—
—

—
—

—
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

600,000(600,000)

—

—

—

—

—

Preferred stock held by other shareholders:Eleventh series class XI preferred stock (2) . . . . . .
Thirteenth series class XIII preferred stock . . . . .

943,740
36,690——943,740
36,690——943,740
36,690(28,988)—914,752
36,690Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

980,430—

980,430—

980,430(28,988)951,442

Total preferred stock . . . . . . . . . . . . . . . . . . . . . . .

1,580,430(600,000)

980,430—

980,430(28,988)951,442

Notes:(1) Upon cancellation of preferred stock held by the Resolution and Collection Corporation, different series of preferred stock which wererepurchased on the same date were treated as one issue when comparing the repurchase price and the book value, because the cancelledstock was held by one holder. The aggregate book value of the cancelled stock is charged to preferred stock and the aggregate excess
amount of purchase price over book value is charged to accumulated deficit.
(2) The aggregate amount and number of issued shares include the preferred stock in treasury which has been converted to common stock
but not yet cancelled.

16. Common stock
On January 4, 2009, MHFG abolished the fractional share system and adopted the unit share system concurrently
with the allotment of shares or fractions of a share without consideration. The allotment was made at the rate of
999 shares per one share and 9.99 shares per every 0.01 of a share. Therefore, as a result of the allotment, thenumber of shares has increased a thousandfold.
The changes in the number of issued shares of common stock during the fiscal years ended March 31, 2007,2008, and 2009 were as follows:
2007

Balance at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of new shares of common stock by conversion of Eleventh
series class XI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancellation of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allotment of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,003,995

Balance at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,872,195

F-42—(131,800)—

2008(shares)

11,872,195

2009

11,396,255—
59,186(475,940)(276,500)—
11,167,761,719
11,396,255

11,178,940,660

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. Dividends
The amount available for dividends under the Company Law is based on the amount recorded in MHFG’s
non-consolidated general books of account, maintained in accordance with accounting principles generally
accepted in Japan (“Japanese GAAP”) and adjusted by post period-end changes. Therefore, the consolidated
shareholders’ equity under U.S. GAAP has no effect on the determination of the amount available for dividends.
On March 31, 2009, MHFG’s capital stock, capital surplus, and retained earnings were ¥1,540,965 million,¥385,242 million, and ¥1,687,622 million, respectively, under Japanese GAAP.
In making a distribution of retained earnings, an entity must set aside in its legal reserve an amount equal to
one-tenth of the amount of retained earnings so distributed, until its legal reserve reaches to one-quarter of its
capital stock. MHFG’s legal reserve at March 31, 2009 was ¥389,592 million, of which ¥385,242 million was
included in capital surplus and ¥4,350 million in retained earnings.
In addition to the provision that requires an appropriation for legal reserve, the Company Law and the Banking
Law impose certain limitations on the amount available for dividends. Under the Company Law, MHFG’s
maximum amount available for dividends, at March 31, 2009, was ¥1,677,022 million, based on the amountrecorded in MHFG’s general books of account under Japanese GAAP. Under the Banking Law and related
regulations, MHFG has to meet the minimum capital adequacy requirements. Distributions of retained earnings,
which are otherwise distributable to shareholders, are restricted in order to maintain the minimum 4.0% Tier 1
capital for capital adequacy purposes. See Note 18 “Regulatory matters” for further discussion of regulatory
capital requirements.
Payment of dividends on shares of common stock is also subject to the prior payment of dividends on shares ofpreferred stock.
Dividends on preferred stock and common stock during the fiscal years ended March 31, 2007, 2008, and 2009were as follows:
2007
Class of stock

Cash dividends
Per share
In aggregate(in yen)(in millions of yen)

Fourth series class IV preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sixth series class VI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eleventh series class XI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thirteenth series class XIII preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

47,60042,00020,00030,0004,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,140
6,300
18,875
1,101
46,43479,8502008
Class of stock

Cash dividends
Per share
In aggregate(in yen)(in millions of yen)

Eleventh series class XI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thirteenth series class XIII preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20,00030,0007,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-43

18,875
1,101
81,254
101,230

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2009
Class of stock

Cash dividends
Per share
In aggregate(in yen)(in millions of yen)

Eleventh series class XI preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thirteenth series class XIII preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20,00030,00010,000Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,875
1,101
113,922
133,898

Note: Dividends paid on treasury stock are excluded.
18. Regulatory matters
Regulatory capital requirements
MHFG, MHCB, MHBK, and MHTB are subject to regulatory capital requirements administered by the Financial
Services Agency (“FSA”) in accordance with the provisions of the Banking Law and related regulations. Failure
to meet minimum capital requirements may initiate certain mandatory actions by regulators that, if undertaken,
could have a direct material effect on the MHFG Group’s consolidated financial statements.
The capital adequacy guidelines applicable to Japanese banks and bank holding companies with international
operations supervised by the FSA closely follow the risk-adjusted approach proposed by the Bank forInternational Settlements (“BIS”) and are intended to further strengthen the soundness and stability of Japanesebanks. Effective March 31, 2007, new guidelines were implemented by the FSA to comply with the new capital
adequacy requirements set by BIS called Basel II. The framework of Basel II is based on the following threepillars: minimum capital requirements; supervisory review; and market discipline.
Under the first pillar, the capital ratio is calculated by dividing regulatory capital by risk-weighted assets. With
respect to the calculation of risk-weighted assets, the MHFG Group adopted the advanced internal ratings-based
approach (“AIRB approach”) instead of the foundation internal ratings-based approach (“FIRB approach”) fromthe fiscal year ended March 31, 2009. Under the AIRB approach, balance sheet assets and off-balance sheet
exposures, calculated under Japanese GAAP, are assessed in terms of credit risk according to risk components
such as probability of default (“PD”) and loss given default (“LGD”). PD and LGD are derived by MHFG’s own
internal credit experience. In addition to credit risk, banks are required to measure and apply capital charges withrespect to their market risks. Market risk is defined as the risk of losses in on- and off-balance-sheet positions
arising from movements in market prices. Operational risk, which was introduced under Basel II with respect toregulatory capital requirements, is the risk of loss resulting from inadequate or failed internal processes, people
and systems or from external events. The MHFG Group selected the standardized approach for the calculation ofoperational risk capital charge, which calculates operational risk by dividing its activities into eight business lines
and multiplying gross income of each of those business lines by the applicable factor assigned to each of thebusiness line.
With regard to risk-based capital, these guidelines are consistent with the original BIS framework (Basel I) in
requiring a target minimum standard capital adequacy ratio of 8%, at least half of which must consist of core
capital, on both a consolidated and non-consolidated basis for banks with international operations, such as
MHCB and MHTB, or on a consolidated basis for bank holding companies with international operations, such as
MHFG.
Risk-based capital, calculated from financial statements prepared under Japanese GAAP, is classified into thefollowing three tiers: core capital (Tier 1 capital); supplementary capital (Tier 2 capital); and juniorsupplementary capital (Tier 3 capital). Tier 1 capital generally consists of shareholders’ equity less any recorded
F-44

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
goodwill and consolidation adjustment accounts. Tier 2 capital generally consists of: general loan-loss reserves;
45% of each of the unrealized gains on valuation of certain securities classified as “other securities” underJapanese GAAP which is similar to available-for-sale securities under U.S. GAAP, and the unrealized
appreciation in the value of land; the balance of subordinated perpetual debt; and the balance of subordinatedterm debt with an original maturity of over five years and preferred term shares up to 50% of Tier 1 capital. Tier
2 capital may be included in a bank’s risk-based capital up to the amount equivalent to Tier 1 capital, less Tier 3
capital if market risk is taken into account in the capital adequacy ratio calculation. Tier 3 capital consists of thebalance of subordinated term debt with original maturity of at least two years. Tier 3 capital may be included in
total risk-based capital subject to certain conditions, depending on the measure for market risk and the amount ofTier 1 capital.
Japanese banks are also required to comply with the supervisory review process (second pillar) and disclosure
requirements for market discipline (third pillar). Under the second pillar, banks are required to maintain adequate
capital to support all of the major risks in their business and are encouraged to develop and use better risk
management techniques in monitoring and managing such risks. Under the third pillar, banks are required toenhance disclosure, including disclosure of details of the capital adequacy ratio, the amount of each type of risk
and the method of calculation used, so that the market may make more effective evaluations.
Japanese banks with only domestic operations, such as MHBK, are subject to Japanese capital adequacy
requirements that are similar to those discussed above, except that domestic banks are required to maintain aminimum capital adequacy ratio of 4%, at least half of which must consist of Tier 1 capital, on both aconsolidated and non-consolidated basis.
If the capital adequacy ratio of a financial institution falls below the required level, the FSA may, depending
upon the extent of capital deterioration, take certain corrective action including requiring the financial institution
to submit an improvement plan to strengthen its capital base, reduce its total assets, restrict its business
operations, or other actions that could have a material effect on the MHFG Group’s financial statements.

F-45

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Capital adequacy ratios of MHFG, MHCB, MHBK, and MHTB as of March 31, 2008 (under the FIRB approach)and 2009 (under the AIRB approach) calculated in accordance with Japanese GAAP and guidelines establishedby the Ministry of Finance and the FSA are set forth in the following table:
2008
2009
AmountRatio
AmountRatio(in millions of yen, except percentages)

Consolidated:
MHFG:
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHCB:Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHBK:Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHTB:Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-consolidated:
MHCB:
Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHBK:Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MHTB:Tier 1 capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total risk-based capital:
Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-46

2,634,915
4,880,189

4.00
7.40

2,359,357
3,766,364

4.00
6.38

5,269,829
7,708,342

8.00
11.70

4,718,715
6,226,996

8.00
10.55

1,405,893
2,982,469

4.00
8.48

1,271,636
2,697,855

4.00
8.48

2,811,786
4,278,850

8.00
12.17

2,543,272
3,781,869

8.00
11.89

557,777
2,032,402

2.00
7.28

509,567
1,696,967

2.00
6.66

1,115,553
3,339,632

4.00
11.97

1,019,135
3,002,758

4.00
11.78

147,495
374,852

4.00
10.16

122,597
251,846

4.00
8.21

294,990585,222

8.00
15.87

245,195
410,464

8.00
13.39

1,260,588
2,505,915

4.00
7.95

1,229,695
1,862,691

4.00
6.05

2,521,176
4,411,114

8.00
13.99

2,459,390
3,613,398

8.00
11.75

538,716
1,887,196

2.00
7.00

495,130
1,645,426

2.00
6.64

1,077,433
3,153,858

4.00
11.70

990,261
2,916,328

4.00
11.78

146,087
366,007

4.00
10.02

120,889
248,490

4.00
8.22

292,174
575,928

8.00
15.76

241,779
405,432

8.00
13.41

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
MHFG’s securities subsidiaries in Japan are also subject to the capital adequacy rules of the FSA under the
Financial Instrument and Exchange Law. This rule requires securities firms to maintain a minimum capital
adequacy ratio of 120% calculated as a percentage of capital accounts less certain assets, as determined inaccordance with Japanese GAAP, against amounts equivalent to market, counterparty, and basic risks. Specificguidelines are issued as a ministerial ordinance which details the definition of essential components of the capitalratios, including capital, disallowed assets and risks, and related measures. Failure to maintain a minimum capitalratio will trigger mandatory regulatory actions. A capital ratio of less than 140% will call for regulatory reporting
and a capital ratio of 100% or less may lead to a temporary suspension of all or part of the business operations
and cancellation of the license to act as a securities broker and dealer.
Management believes, as of March 31, 2009, that MHFG, MHCB, MHBK, MHTB, and their securities
subsidiaries in Japan are in compliance with all capital adequacy requirements to which they are subject.
19. Earnings per common share
Basic earnings per common share are computed by dividing net income by the weighted average number ofcommon shares outstanding during the fiscal year. Diluted earnings per common share reflect the assumed
conversion to common shares of all convertible securities such as convertible preferred stock.
On January 4, 2009, MHFG abolished the fractional share system and adopted the unit share system concurrently
with the allotment of shares or fractions of a share without consideration. The allotment was made at the rate of
999 shares per one share and 9.99 shares per every 0.01 of a share. Therefore, as a result of the allotment, thenumber of shares has increased a thousandfold. The computations of basic and diluted earnings per commonshare are adjusted retroactively under SFAS No.128 “Earnings per Share” (“SFAS No.128”).
The following table sets forth the computation of basic and diluted earnings per common share for the fiscal
years ended March 31, 2007, 2008 and 2009:
2007

2008
(in millions of yen)

2009

Net income (loss):
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income (loss) attributable to preferred shareholders . . . . .

623,882
23,474

228,618
19,975(1,058,447)
19,340Net income (loss) attributable to common shareholders . . . . . . . . . .

600,408

208,643(1,077,787)

Effect of dilutive securities:
Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,87518,875—(2)

Net income (loss) attributable to common shareholders after
assumed conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

619,283

227,518(1,077,787)

2007

Shares:
Weighted average common shares outstanding . . . . . . . . . . . . . . . .
Effect of dilutive securities:
Convertible preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average common shares after assumed
conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-47

2008
(thousands of shares)

11,607,550

11,479,942

1,106,291 (1) 2,088,073 (1)12,713,841

13,568,015

2009

11,231,269—(2)
11,231,269

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
2007

2008
(in yen)2009

Amounts per common share:
Basic net income (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . . . .

51.73

18.17

(95.96)

Diluted net income (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . .

48.71

16.77

(95.96)

Notes:(1) For the fiscal years ended March 31, 2007 and 2008, the number of the dilutive common shares is based on
the conversion price as of each fiscal year-end.
(2) For the fiscal year ended March 31, 2009, the computation of diluted earnings per common share did notassume conversion of convertible preferred stock, as the effect of such conversion would be anti-dilutive
due to the net loss.
20. Income taxes
The following table presents the components of Income tax expense for the fiscal years ended March 31,
2007, 2008 and 2009:
2007

2008
2009
(in millions of yen)

Current:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,92922,372

9,681
35,502

10,013
40,773

Total current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

50,30145,18350,786

Deferred:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

112,444476

626,326
667

709,625
1,497

Total deferred tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

112,920

626,993

711,122

Total income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

163,221672,176

761,908

The preceding table does not reflect the tax effects of items recorded directly in Shareholders’ equity for the
fiscal years ended March 31, 2007, 2008 and 2009. The detailed amounts reducing Shareholders’ equity are as
follows:
2007

2008
2009
(in millions of yen)

Unrealized net gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . .
Minimum pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension liability adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative effect of change in accounting principle . . . . . . . . . . . . . . . . . . . . . .

149,726
175
89,512
1,275(755,958) (500,153)——(163,825) (63,353)—(11,846)

Total tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

240,688(919,783) (575,352)

Since the MHFG Group does not have the intention to divest its foreign subsidiaries in the foreseeable future,deferred taxes are not provided on the temporary differences related to foreign currency translation adjustments.

F-48

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows a reconciliation of Income tax expense at the effective statutory tax rate to actual
income tax expense for the fiscal years ended March 31, 2007, 2008 and 2009:
2007
2008
2009
(in millions of yen, except tax rates)

Income (loss) before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

787,103 900,794 (296,539)
40.69% 40.69%
40.69%

Income tax calculated at the statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income not subject to tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses not deductible for tax purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax rate differentials of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .
Change in net operating loss carryforwards resulting from intercompany
capital transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

320,272 366,533 (120,662)(34,365) (19,514)(15,658)
1,937
2,035
1,823
(538) 35,610(11,923)(161,875) 242,980 1,256,799(38,247) (32,405)(19,706)
32,51911,30832,21054,277(21,833)
44,493(351,991)(25,047)
48,273

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

163,221672,176

761,908

The components of net deferred tax assets at March 31, 2008 and 2009 are as follows:
2008
2009
(in millions of yen)

Deferred tax assets:
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Stabilization Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,176,372
333,910—
38,392
25,869—9,142
2,402,604
275,576

1,346,689
495,235
122,321
26,526
21,324
15,183—2,559,208
337,034

Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,261,865 4,923,520(2,451,103) (3,778,575)

Deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,810,762

1,144,945

Deferred tax liabilities:
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid pension cost and accrued pension liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

784,328
—
4,523
3,130
106,409

282,962
27,217——50,747

Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

898,390360,926

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

912,372

784,019

F-49

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Deferred tax assets and deferred tax liabilities within the same tax jurisdiction have been netted for presentationin the consolidated balance sheets.
In assessing the realizability of deferred tax assets, management considered whether it was more likely than notthat some portion or all of the deferred tax assets would not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the periods in which those temporary
differences become deductible. Management considered the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies available in making this assessment. Based upon thelevel of historical taxable income and projections for future taxable income over the periods in which thedeferred tax assets were deductible, management believed it was more likely than not that the MHFG Groupwould realize the benefits of these deductible differences, net of the existing valuation allowances at March 31,
2008 and 2009.
At March 31, 2009, the MHFG Group had net operating loss carryforwards totaling ¥6,388,172 million. These
net operating losses are scheduled to expire as follows:
Net operating loss
carryforwards(in millions of yen)

Fiscal year ending March 31:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,398,820
503,261
518,9702,694,567
16,207
1,256,347

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,388,172

Included in net operating loss carryforwards in the above table are carryforwards of the holding company and a
subsidiary of ¥3,511,931 million resulting mainly from intercompany capital transactions. The tax effect of thesecarryforwards is offset by a full valuation allowance.
The total amount of unrecognized tax benefits including ¥760 million and ¥1,943 million interest and penalties
was ¥4,923 million and ¥11,639 million at March 31, 2008 and 2009, respectively, which would, if recognized,
affect the Group’s effective tax rate. The Group classifies interest and penalties accrued relating to unrecognizedtax benefits as Income tax expense.
The following table is a roll-forward of unrecognized tax benefits for the fiscal years ended March 31, 2008 and
2009:
2008
2009
(in millions of yen)

Total unrecognized tax benefits at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,135

4,923

Gross amount of increases related to positions taken during prior years . . . . . . . . . . . . . . .
Gross amount of increases related to positions taken during the current year . . . . . . . . . . .
Amount of decreases related to settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,098
343
(2,204)
(449)

7,412
—
(328)
(368)

Total unrecognized tax benefits at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,923

11,639F-50

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The MHFG Group is currently subject to ongoing tax audits in some jurisdictions. The oldest years open to tax
audits in Japan, the United States and the United Kingdom are 2001, 1998 and 2002 respectively. The MHFG
Group does not anticipate that increases or decreases of unrecognized tax benefits within the next twelve months
would have a material effect on its consolidated results of operations or financial condition.
21. Pension and other employee benefit plans
Severance indemnity plans
MHFG and certain subsidiaries, including MHBK, MHCB, and MHTB, sponsor and offer their employees otherthan directors and corporate auditors, lump-sum severance indemnity plans. Under the severance indemnity
plans, employees are provided with lump-sum cash payments upon leaving the company. The amount of benefits
under the severance indemnity plans is principally determined based on the position, the length of service and thereason for retirement. When employees meet certain conditions including the length of service, they may opt toreceive annuity payments instead of lump-sum payments at retirement. MHFG and certain subsidiaries also offer
special termination benefits to former employees whose contributions during their career were deemed
meritorious and to those with particular circumstances.
Employees’ Pension Funds
MHFG and certain subsidiaries provide funded contributory defined benefit plans, which are known as the
Employees’ Pension Funds (“EPF”), as defined and regulated by the Japanese Welfare Pension Insurance Law(“JWPIL”). Under the EPF, an employer establishes a special public entity that administers and manages the planwith respect to the employees covered by the EPF. The EPF comprises:a.

The “substitutional portion” representing a portion of the pay-related part of the elderly pension that
the EPF administers on behalf of the state-run welfare pension and;b.

The “corporate portion” which represents the discretionary benefit arrangement set up by the employer
or the EPF.

When an employer establishes the EPF, the portion of the welfare pension premium that represents thesubstitutional portion, and would otherwise be required to be paid to the government, is contributed to the EPF.
In June 2001, the JWPIL was amended to permit the employer to separate the substitutional portion from the EPF
and transfer the obligation and related assets to the Japanese government. After the separation, the entire
premium representing the contribution to the welfare pension is transferred to the government. The separation
process requires several phases to be completed and is accounted for in accordance with EITF Issue No.03-2 as
discussed below.
MHFG and certain subsidiaries submitted an application to the government to transfer the obligation to pay
benefits for future employee service related to the substitutional portion and the application was approved in
September 2003. MHFG and certain subsidiaries made another application for the transfer to the government of
the remaining substitutional portion and the application was approved in March 2005. During the fiscal year
ended March 31, 2006, a subsidiary of MHFG completed the transfer of the substitutional portion to thegovernment. In addition, in January 2007, MHFG and certain subsidiaries completed the transfer of thesubstitutional portion of the benefit obligation and the related government-specified portion of plan assets to thegovernment. The MHFG Group accounted for the entire process of the completion of the transfer as a single
settlement transaction in accordance with EITF Issue No.03-2.

F-51

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The effect of these settlements calculated pursuant to the guidance in EITF Issue No.03-2 for the fiscal year
ended March 31, 2007 was as follows:2007(in millions of yen)

Subsidy (representing the difference between the accumulated benefit obligation over the fairvalue of the related assets) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement gain recognized for proportionate amount of net unrecognized loss related to theentire EPF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of the reversal of future salary progression . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total settlement gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

177,418
3,434
1,589
182,441

The subsidy is included in Other noninterest income and the other components are deducted from Salaries andemployee benefits.
Tax-Qualified Pension Plans (closed “TQPPs”)
Some of MHFG’s subsidiaries offer closed TQPPs. These plans are non-contributory defined benefits plans
which provide retired employees other than directors and corporate auditors with retirement benefits that are
determined based on certain factors that include the length of service. Under the tax-qualified pension plans,
employers enter into contracts with financial institutions such as trust banks or life insurers that administer
employer contributions and benefit payments.
Foreign office benefit plans
Certain foreign offices and subsidiaries have defined contribution plans and/or defined benefit plans, of which
disclosures are combined with those for domestic benefit plans, as they are not significant.
Defined contribution plans
MHFG and certain subsidiaries have several defined contribution plans. The costs recognized for contributions to
the plans for the fiscal years ended March 31, 2007, 2008 and 2009 were ¥1,509 million, ¥1,785 million and¥1,987 million, respectively.
Implementation of SFAS No.158
On March 31, 2007, the MHFG Group adopted the recognition and disclosure provisions of SFAS No.158, which
requires an employer to recognize the overfunded or underfunded status of a defined benefit plan as an asset or
liability in its consolidated balance sheets. Under SFAS No.158, actuarial gains or losses and prior service costs
or benefits that have not yet been recognized through earnings as net periodic benefit cost will be recognized inother comprehensive income, net of tax, until they are amortized as a component of net periodic benefit cost.
Upon adoption of SFAS No.158 in 2007, the MHFG Group recorded an adjustment, net of tax, of ¥130,855
million to Accumulated other comprehensive income. The adoption of SFAS No.158 had no effect on the
consolidated statements of income for the fiscal year ended March 31, 2007, or for any prior period presented.
Partial withdrawal of assets from employee retirement benefit trusts
During the fiscal year ended March 31, 2007, certain subsidiaries of MHFG partially withdrew assets from
employee retirement benefit trusts, which were established for the payment of employees’ severance pay andretirement pensions. No gains or losses have been recognized as a consequence of this transaction.
F-52

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Net periodic benefit cost and funded status
Net periodic benefit cost of the severance indemnities and pension plans, net of contributions made byemployees, for the fiscal years ended March 31, 2007, 2008 and 2009 includes the following components:
2007

2008
2009
(in millions of yen)

Service cost-benefits earned during the fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . 23,190 24,000 23,668
Interest costs on projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,700 26,757 25,192
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77,286) (95,211) (52,273)
Amortization of prior service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(440)
(437)
(375)
Amortization of net actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,198) (6,042)
6,297
Special termination benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,485
5,048
7,440
Loss (gain) on settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,023)—
1,791
Gain on curtailment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(748)
Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32,572) (45,885)

10,992Other changes in plan assets and benefit obligations recognized in other comprehensive loss before-tax for the
fiscal years ended March 31, 2008 and 2009 were summarized as follows:
2008
2009
(in millions of yen)

Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

409,970
6,042
147
437

336,362(6,297)744
375

Total recognized in other comprehensive loss before-tax . . . . . . . . . . . . . . . . . . . . . .

416,596

331,184

As of March 31, 2009, the amounts in Accumulated other comprehensive loss, which will be amortized as priorservice benefit and actuarial loss over the next fiscal year, are estimated to be ¥318 million and ¥35,973 million,
respectively.
Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost are as follows:
2007

2008

2009

Weighted-average assumptions used to determine benefit obligations at
fiscal year end:
Discount rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.09%
1.99%
1.93%
Rates of increase in future compensation level . . . . . . . . . . . . . . . . . . . 1.51-5.76% 1.61-5.62% 1.93-6.27%
Weighted-average assumptions used to determine net periodic benefit cost
during the year:
Discount rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.55 %
2.09 %
1.99 %
Rates of increase in future compensation level . . . . . . . . . . . . . . . . . . . 1.37-5.67% 1.51-5.76% 1.61-5.62%
Expected rates of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . .
3.72 %
5.75 %
3.92 %
In estimating the discount rate, the MHFG Group used interest rates on high-quality fixed-income governmental
and corporate bonds that received a rating of AA(Aa) or higher from rating agencies. The durations of suchbonds closely match that of the pension benefit obligation. Assumed discount rates were reevaluated at eachmeasurement date.
F-53

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table sets forth the combined funded status and amounts recognized in the accompanying
consolidated balance sheets at March 31, 2008 and 2009 for the plans of MHFG and its subsidiaries.
Accordingly, funded status and amounts recognized in the table below show the combined amounts of thosepresented in the consolidated financial statements of these subsidiaries.
2008
2009
(in millions of yen)

Change in benefit obligation:
Benefit obligation at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lump-sum payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in plan assets:
Fair value of plan assets at beginning of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return (negative return) on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,287,133 1,293,747
24,00023,66826,75725,192
1,199
1,199(2,315)——(15,730)
23,546(4,377)(5,725)(5,303)(40,478)(43,906)(20,370)(17,952)
1,293,747

1,256,538

1,617,598 1,320,374(291,648) (289,612)(4,361)(4,991)(1,389)——(15,730)
39,45338,088
1,199
1,199(40,478)(43,906)

Fair value of plan assets at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,320,374

1,005,422

Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26,627(251,116)

Amounts recognized in the consolidated balance sheets consist of:Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

48,798(22,171)8(251,124)

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26,627(251,116)

Amounts recognized in Accumulated other comprehensive loss (income) before-tax
consist of:Prior service cost (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3,735)
196,263(2,616)526,328

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

192,528

523,712

Note: The aggregated accumulated benefit obligations of these plans were ¥1,253,781 million and ¥1,232,621
million, respectively, as of March 31, 2008 and 2009. The severance indemnities plans generally employ
a multi-variable and non-linear formula based upon compensation at the time of severance, rank and yearsof service. Employees with service in excess of one year are qualified to receive lump-sum severance
indemnities.

F-54

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows the projected benefit obligations, accumulated benefit obligations and fair value ofplan assets at March 31, 2008 and 2009 for the plans of MHFG and its subsidiaries where accumulated benefit
obligations were in excess of plan assets:
2008
2009
(in millions of yen)

Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31,16330,426
20,3881,254,091
1,230,175
1,002,967

Pension plans are not fully integrated among subsidiaries of MHFG and plan assets are managed separately byeach plan.
Asset allocation
Pension plan asset allocations of MHFG and certain subsidiaries at March 31, 2008 and 2009, by asset category
are as follows:

Asset category

Fair value ofpension plan assets at
March 31,
2008
2009

The EPF assets:
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General account of life insurance companies . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.89%
14.27%
6.19%
6.89%
12.36%
0.71%

6.25%
18.38%
8.14%
6.57%
14.42%
0.72%

Total EPF assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

47.31%

54.48%

Assets retained in employee retirement benefit trusts:
Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

52.69%

45.52%

100.00%100.00%Included in Japanese equity securities was ¥25,084 million (1.94% of contributory pension plan assets) and ¥338
million (0.03% of contributory pension plan assets) of the common stock issued by the MHFG Group and its
affiliated companies at March 31, 2008 and 2009, respectively. The figures significantly decreased since certain
common stock issued by an affiliated company was transferred to the Group at its fair value in August 2008.
Investment policies
MHFG and certain subsidiaries’ target asset allocation for funds for the EPF plans is as follows:
Asset ratio at
March 31, 2009

Asset category

Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Japanese debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17.00%
42.00%
15.00%
26.00%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100.00%F-55

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In managing assets for the EPF, the MHFG Group determines the appropriate levels of risk that the MHFG
Group can assume under the given circumstances to maximize the investment returns from a long-term
perspective while ensuring that the sufficient funds will be available to plan participants and beneficiaries.
Generally, the investment returns are relative to the risks involved. In considering the maximum levels of riskthat the MHFG Group can assume, it primarily considers the following factors: the employers’ burden ofmaintaining the benefit plans based on the design of the plans and future plan contributions, the age distributionof the plan participants and beneficiaries, the financial conditions of the employers, and the employers’ ability toabsorb future variability in plan premiums. The long-term asset allocation is based on optimal portfolios, which
are estimated by expected return and risk according to each asset class. Additionally, the asset allocation isreviewed whenever there are large fluctuations in pension plan liabilities caused by modifications of pension
plans, or there are changes in the market environment.
The employee retirement benefit trusts have been established to isolate assets held by employers and designate
the separated assets for the settlement of retirement benefits. These assets are primarily Japanese equity securities
and have been entrusted directly with qualified trustees including trust banks.
The plan assets designated to the TQPPs have been invested in assets with low investment risk because the plans
have already been closed to new participants.
Basis and procedure for estimating long term return of each asset class
The expected rate of return for each asset class is based primarily on various aspects of long-term prospects forthe economy that include historical performance and the market environment. The expected long-term rate of
return used to determine net periodic benefit cost for the fiscal year ended March 31, 2009 is 4.00% for the EPF
assets and 3.78% for assets retained in employee retirement benefit trusts.
Contributions
MHFG and certain subsidiaries expect to contribute approximately ¥39 billion to their pension plans in the fiscal
year ending March 31, 2010 based on the current funded status and expected asset return assumptions.
Estimated future benefit payments
The following table presents forecasted benefit payments including the effect of expected future service for the
fiscal year indicated:(in millions of yen)

Fiscal year ending March 31:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57,33558,68659,91761,301
63,085329,881

22. Stock-based compensation
Concurrently with the abolishment of, and as an alternative to the retirement allowances program for directors
and executive officers of MHFG, MHBK, MHCB, and MHTB, the MHFG Group introduced stockcompensation-type stock options, in the form of stock acquisition rights, for directors (excluding the outside
F-56

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
directors) and executive officers of the respective companies (hereinafter referred to collectively as the“Directors”) in June 2008. The Group maintains following two types of stock-based compensation plan.
For Directors of MHFG, MHBK, and MHCBIn this plan, 1,000 shares of MHFG common stock shall be issued or transferred upon exercise of each of thestock acquisition rights. The amount to be paid upon exercise shall be 1 yen per share.
The contractual term of the stock acquisition rights is 20 years. A holder may exercise the stock acquisition rights
only after the date on which such holder loses the status as a Director of MHFG, MHBK or MHCB.
The following is a summary of the stock-based compensation plan of MHFG, MHBK and MHCB for the fiscal
year ended March 31, 2009:
Weighted-averageremaining
contractual term(in years)

Aggregate
intrinsic value(in millions of yen)

1

19.88

1,011

1

19.88

24

Number ofshares

Weighted-average
exercise price(in yen)

Outstanding at beginning of fiscal year . . . . . .
Granted during fiscal year . . . . . . . . . . . . . . . .

—5,409,000—

Outstanding at end of fiscal year . . . . . . . . . . .

5,409,000

Exercisable at end of fiscal year . . . . . . . . . . .

130,000

1

There are no non-vested stock options remaining as of March 31, 2009.
The following table presents the assumptions to estimate the fair value of stock acquisition rights on the date of
grant used in the Black-Scholes option pricing model. The risk-free interest rate is based on the Japanese
government bonds yield curve for the expected remaining term in effect at the date of grant. The expectedvolatility is based on the historical trading data of MHFG common stock. The expected remaining term is basedon the average service period of Directors of MHFG, MHBK, and MHCB, which represents the period of timethat stock acquisition rights granted are expected to be outstanding. The expected dividend yield is based on thedividend rate of MHFG common stock at the date of grant.
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected remaining term (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.38%
61.05%
1.78
4.78%

The weighted-average grant-date fair value of stock acquisition rights granted during the fiscal year ended
March 31, 2009 was ¥190,910.
The compensation cost related to this plan recognized in income was ¥1,033 million during the fiscal year ended
March 31, 2009.
For Directors of MHTBIn this plan, 1,000 shares of MHTB common stock shall be issued or transferred upon exercise of each of thestock acquisition rights. The amount to be paid upon exercise shall be 1 yen per share.
F-57

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The contractual term of the stock acquisition rights is 20 years. A holder may exercise the stock acquisition rights
only after the date on which such holder loses the status as a Director of MHTB.
The following is a summary of the stock-based compensation plan of MHTB for the fiscal year ended March 31,
2009:
Number ofshares

Weighted-average
exercise price(in yen)

Outstanding at beginning of fiscal year . . . . . .
Granted during fiscal year . . . . . . . . . . . . . . . .

—1,695,000—

Outstanding at end of fiscal year . . . . . . . . . . .

1,695,000

Exercisable at end of fiscal year . . . . . . . . . . .

—Weighted-averageremaining
contractual term(in years)

Aggregate
intrinsic value(in millions of yen)

19.88

153

—

—

1
1
—

There are no non-vested stock options remaining as of March 31, 2009.
The following table presents the assumptions to estimate the fair value of stock acquisition rights on the date of
grant used in the Black-Scholes option pricing model. The risk-free interest rate is based on the Japanese
government bonds yield curve for the expected remaining term in effect at the date of grant. The expectedvolatility is based on the historical trading data of MHTB common stock. The expected remaining term is basedon the average service period of Directors of MHTB, which represents the period of time that stock acquisitionrights granted are expected to be outstanding. The expected dividend yield is based on the dividend rate of
MHTB common stock at the date of grant.
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected remaining term (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.36%
46.19%
1.52
1.06%

The weighted-average grant-date fair value of stock acquisition rights granted during the fiscal year ended
March 31, 2009 was ¥91,490.
The compensation cost related to this plan recognized in income was ¥155 million during the fiscal year ended
March 31, 2009.
23. Derivative financial instruments
The MHFG Group uses derivative financial instruments in response to the diverse needs of customers, to control
the risk related to the assets and liabilities of the MHFG Group, as part of its asset and liability management, andfor proprietary trading purposes. The MHFG Group is exposed primarily to market risk associated with interest
rate, commodity, foreign currency, and equity products and credit risk associated with counterparty default or
nonperformance on transactions.
Market risk arises from changes in market prices or indices, interest rates and foreign exchange rates that may
result in an adverse change in the market value of the financial instrument or an increase in its funding costs.
Exposure to market risk is managed by imposing position limits and monitoring procedures and by initiating
hedging transactions.
F-58

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Credit risk arises from counterparty failure to perform according to the terms and conditions of the contract andthe value of the underlying collateral held, if applicable, is not sufficient to recover resulting losses. The exposure
to credit risk is measured by the fair value of all derivatives in a gain position and its potential increase at thebalance sheet dates. The exposure to credit risk is managed by entering into legally enforceable master netting
agreements to mitigate the overall counterparty credit risk, requiring underlying collateral and guarantees basedon an individual credit analysis of each obligor and evaluating credit features of each instrument. In addition,
credit approvals, limits and monitoring procedures are also imposed.
The Group enters into the following derivative transactions that do not qualify for hedge accounting under
SFAS No.133 with a view to implementing risk management hedging strategies: (1) interest-rate swap
transactions for the purpose of hedging interest-rate risks in deposits, loans etc., (2) currency swap transactions
for the purpose of hedging the foreign exchange risk of these assets, and (3) credit derivatives for the purpose ofhedging the credit risk in loans, residential mortgage-backed securities (“RMBS”), commercial mortgage-backed
securities (“CMBS”), collateralized loan obligations (“CLO”) and other similar assets. Such derivatives areaccounted for as trading positions.
Credit derivatives
A credit derivative is a bilateral contract between a seller and a buyer of protection against the credit risk of aparticular entity. Credit derivatives generally require that the seller of credit protection make payments to thebuyer upon the occurrence of predefined credit events. Credit events include bankruptcy, dissolution or
insolvency of the referenced entity. The Group either purchases or writes protection on either a single name or aportfolio of reference credits. The Group enters into credit derivatives to help mitigate credit risk in its corporateloan portfolio and other cash positions, to take proprietary trading positions, and to facilitate client transactions.
The notional amount represents the maximum potential amount of future payments the seller could be required to
make. If the predefined credit event occurs, the seller will generally have a right to collect on the underlying
reference credit and any related cash flows, while being liable for the full notional amount of credit protection to
the buyer. The Group manages credit risk associated with written protection by purchasing protection withidentical or similar underlying reference credit, which substantially offsets its exposure. Thus, the notionalamount is not a reliable indicator of the Group’s actual loss exposure.
The following table summarizes the notional and fair value amounts of credit derivatives at March 31, 2009:
Notional amount Fair value(in millions of yen)

Credit protection written
Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,086,911
4,556,100(292,640)(210,515)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,643,011(503,155)

Credit protection purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,046,787

582,159

Note: Rating scale is based upon either external ratings or internal ratings. Investment grade is considered to be
at lowest BBB- or the corresponding internal rating, while anything below or unrated is considered to be
non-investment grade. Non-investment grade credit derivatives primarily consist of unrated credit default
swap indices such as iTraxx.

F-59

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table shows the maximum potential amount of future payment for credit protection written by
expiration period at March 31, 2009:
Maximum payout/
Notional amount(in millions of yen)

One year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
After five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

835,061
6,187,717
620,233

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,643,011

Note: The maximum potential amount of future payment is the notional amount of the credit derivatives where
the Group wrote the credit protection, and it has not been reduced by the Group’s right of collection overthe underlying assets and the related cash flows, nor netted against that of credit protection purchased.
Hedging activities
In order to qualify for hedge accounting under SFAS No.133, a derivative must be considered highly effective at
reducing the risk associated with the exposure being hedged. Each derivative must be designated as a hedge, with
documentation of the risk management objective and strategy, including identification of the hedging instrument,
the hedged item and the risk exposure, and how effectiveness is to be assessed prospectively and retrospectively.
The extent to which a hedging instrument is effective at achieving offsetting changes in fair value or cash flows
must be assessed at least quarterly. Any ineffectiveness must be reported immediately in earnings. The MHFG
Group’s hedging activities include fair value and net investment hedges.
Fair value hedges
The MHFG Group primarily uses bond options to modify exposure to changes in fair value of available-for-saledebt securities. For qualifying fair value hedges, all changes in the fair value of the derivative and thecorresponding hedged item relating to the risk being hedged are recognized in earnings in Investment gains(losses)—net. The change in fair value of the portion of the hedging instruments excluded from the assessment ofhedge effectiveness is recorded in Trading account gains (losses)—net. No ineffectiveness exists because the
MHFG Group chooses to exclude changes in the option’s time value from the effectiveness test. If the hedge
relationship is terminated, the fair value adjustment to the hedged item continues to be reported as part of thebasis of the item and is amortized to earnings as a yield adjustment.
Net investment hedges
The MHFG Group uses forward foreign exchange contracts and foreign currency-denominated debt instruments
to protect the value of net investments in non-Japanese subsidiaries from foreign currency exposure. Under net
investment hedges, both derivatives and nonderivative financial instruments qualify as hedging instruments. For
net investment hedges, the changes in the fair value of a hedging derivative instrument or nonderivative hedging
financial instrument is recorded in Foreign currency translation adjustments within Accumulated othercomprehensive income (loss), provided that the hedging instrument is designated and is effective as a hedge ofthe net investment. The portion of the hedging instruments excluded from the assessment of hedge effectivenessis recorded in Foreign exchange gains (losses)—net in earnings.

F-60

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes certain information related to the MHFG Group’s hedging activities for the
fiscal years ended March 31, 2007, 2008 and 2009:
2007
2008
2009
(in millions of yen)

Fair value hedges:
Hedge ineffectiveness recognized in earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss excluded from assessment of effectiveness . . . . . . . . . . . . . . . . . . . . . . .
Net investment hedges:
Net gain (loss) included in foreign currency translation adjustment within
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . .

———(12,035) (5,497) (8,849)(29,710) (3,177) 87,176

24. Commitments and contingencies
Obligations under guarantees
The MHFG Group provides guarantees or indemnifications to counterparties to enhance their credit standing andenable them to complete a variety of business transactions. The guarantee represents an obligation to makepayments to third parties if the counterparty fails to fulfill its obligation under a borrowing arrangement or othercontractual obligation.
The Group records all guarantees and similar obligations subject to FIN No.45, “Guarantor’s Accounting andDisclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others—aninterpretation of FASB Statements No.5, 57, and 107 and rescission of FASB Interpretation No.34”(“FIN No.45”) at fair value on the consolidated balance sheets at the inception of the guarantee. The carrying
amount of guarantees and similar obligations at March 31, 2008 and 2009 was ¥21,848 million and ¥18,239
million respectively, and was included in Other liabilities.
The types of guarantees under FIN No.45 provided by the MHFG Group are described below.
Performance guarantees
Performance guarantees are issued to guarantee customers’ performance under contractual arrangements such asa tender bid on a construction project or the completion of a construction project.
Guarantees on loans
Guarantees on loans include an obligation to guarantee the customer’s borrowing contracts. The MHFG Group isrequired to make payments to the guaranteed parties in the event that customers fail to fulfill obligations under
the contracts.
Guarantees on securities
Guarantees on securities include an obligation to guarantee securities, such as bonds issued by customers.
Other guarantees
Other guarantees include an obligation to guarantee customers’ payment, such as tax payments.

F-61

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Guarantees for the repayment of trust principal
The MHFG Group provides certain trust products with guarantees for the repayment of trust principal, e.g., loan
trusts and certain jointly operated designated money trusts. Pursuant to Japanese trust-related laws, trustees areprohibited from compensating beneficiaries for any loss in the beneficial interests in each trust. However, under aspecial condition of the Japanese trust-related laws, trust banks as trustees are allowed to enter into an agreement
to compensate for any loss in the principal of the trust. The MHFG Group manages and administers the trust
assets to minimize exposures against losses from the guarantees for the repayment of trust principal, including
writing-off impaired loans and charging it to the trust account profits. In performing its fiduciary duties, theMHFG Group also manages the trust assets separately from its own proprietary assets on behalf of customers andkeeps separate records for the trust activities. The contract amounts of guarantees for repayment of trust principal
were presented in the tables below. Part of the trust account profits is set aside as a reserve in trust accounts toabsorb losses in the trust asset portfolios in accordance with relevant Japanese laws concerning the trust business
and/or trust agreements. Statutory reserves for loan trusts and reserves for jointly operated designated money
trusts are calculated based on the trust principal or the balance of loans and other assets in the trust accounts.
Since the probability of principal indemnification is judged to be remote, the MHFG Group had no related
reserve for credit losses recorded in its consolidated financial statements.
Liabilities of trust accounts
The MHFG Group, as trustee, may enter into an agreement with a third party who is not the party to the relevant
trust agreement to the extent necessary to handle the trust affairs for the purpose of fulfilling the objectives of thetrust and, as such, the trustee shall be allowed to assume certain liabilities. Pursuant to Japanese trust-relatedlaws, the trustee is ultimately liable to pay those liabilities out of its proprietary assets in the event that the trust
assets are insufficient to cover those liabilities and the trust beneficiary is unable to compensate the shortfall. To
avoid the demand for payment out of the proprietary assets, the trustee can enter into a special covenant oflimited liability under which the trust creditors agree to limit the trustee’s liability to the value of the trust assets
and to waive the right for compulsory execution against the trustee’s proprietary assets. The amount of trust
liabilities rarely exceeds the amount of trust assets and, therefore, those liabilities are covered by thecorresponding trust assets. However, in the event that the trust assets cannot cover all the trust liabilities and thetrustee has to pay out of its proprietary assets, the trustee can require the trust beneficiary to compensate for such
trust liabilities under the Trust Law. The MHFG Group regularly monitors the condition of trust accounts tominimize exposures against making such payment.
The amounts of such liabilities in the trust accounts excluding those with the special covenant of limited liability
were presented in the tables below. Liabilities of trust accounts principally include obligations to return collateral
under security lending transactions and others.
Derivative financial instruments
Certain written options and credit default swaps are deemed guarantees pursuant to the definition of guarantees in
FIN No.45 if (i) these contracts require the MHFG Group to make payments to counterparties based on changes
in an underlying instrument or index, (ii) the contract cannot be cash-settled, and (iii) it is probable that thecounterparty held the underlying instrument at inception of the contract. Because it is difficult in practice todetermine whether condition (iii) exists, the MHFG Group has decided to include all credit default swaps andcertain written options, excluding written options outside the scope of FIN No.45 such as written call options, inthe mandatory guarantee disclosures, irrespective of whether the counterparty has the asset or liability relating to
the underlying.

F-62

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Maximum exposure under guarantee contracts
The table below summarizes the remaining term and maximum potential amount of future payments by type ofguarantee at March 31, 2008 and 2009. The maximum potential amount of future payments disclosed below
represents the contractual amounts that could be repaid in the event of guarantees execution, without considerationof possible recoveries under recourse provisions or from collateral held. With respect to written options included inderivative financial instruments in the table below, in theory, the MHFG Group is exposed to unlimited losses;
therefore, the table shows notional amounts of the contracts as a substitute for the maximum exposure.
The MHFG Group, when necessary, requires collateral such as cash, investment securities and real estate or
third-party guarantees depending on the amount of credit risk involved, and employs means such as
sub-participation to reduce the credit risk associated with guarantees. The maximum exposure or notionalamounts below does not represent the expected losses from the execution of the guarantees.
Maximum
potential/Contractualor Notional amount2008

Performance guarantees . . . . . . . . . . . . . . . . .
Guarantees on loans . . . . . . . . . . . . . . . . . . . .
Guarantees on securities . . . . . . . . . . . . . . . . .
Other guarantees . . . . . . . . . . . . . . . . . . . . . . .
Guarantees for the repayment of trust
principal . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities of trust accounts . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . .

1,899,837
1,070,776
6,592
1,157,370

936,042
231,865398
865,837

801,13176,753
3,554
245,019

162,664
762,158
2,640
46,514995,3128,131,718
95,697,449

134,852
7,930,584
56,813,820

370,525
45,90833,404,474

489,935
155,226
5,479,155

Maximum
potential/Contractualor Notional amount2009

Performance guarantees . . . . . . . . . . . . . . . . .
Guarantees on loans . . . . . . . . . . . . . . . . . . . .
Guarantees on securities . . . . . . . . . . . . . . . . .
Other guarantees . . . . . . . . . . . . . . . . . . . . . . .
Guarantees for the repayment of trust
principal . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities of trust accounts . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . .

Amount by expiration period
After one year
through
One year or lessfive years
After five years(in millions of yen)Amount by expiration period
After one year
through
One year or lessfive years
After five years(in millions of yen)

1,681,576
859,848
20,220991,663

888,430
120,5906,480
725,593705,043
75,064
11,270224,959

88,103
664,1942,470
41,111

931,792
6,941,923
58,569,074

129,0026,751,826
24,098,444

329,778
47,89929,705,502

473,012142,198
4,765,128

The table below presents maximum potential amount of future payments of performance guarantees, guarantees
on loans, guarantees on securities and other guarantees classified based on internal ratings at March 31, 2009.
2009(in billions of yen)

Investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-investment grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,095
1,458

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,553

Note: Investment grade in the internal rating scale is generally corresponding to BBB– or above in externalrating scale.
F-63

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Other off-balance-sheet instruments
In addition to guarantees, the MHFG Group issues other off-balance-sheet instruments to its customers, such as
lending-related commitments and commercial letters of credit. Under the terms of these arrangements, theMHFG Group is required to extend credit or make certain payments upon the customers’ request.
Commitments to extend credit
Commitments to extend credit are legally binding agreements to lend to customers on demand. They usually
have set maturity dates. These agreements differ from guarantees in that they are generally revocable or containprovisions that enable the MHFG Group to avoid payment or reduce the amount of credit extended under certain
conditions, such as the deterioration of the borrower’s financial condition or other reasonable conditions. The
MHFG Group monitors the financial condition of the potential borrowers throughout the commitment period todetermine whether additional collateral or changes in the terms of the commitment are necessary. Since many ofthese commitments to extend credit expire without being drawn upon, the total commitment amounts do notnecessarily represent future cash requirements.
Commitments to invest in securities
Commitments to invest in securities include legally binding contracts to make additional contributions toinvestment funds, such as venture capital funds or corporate recovery funds in accordance with the terms ofinvestment agreements.
Commercial letters of credit
Commercial letters of credit are issued in connection with customers’ trade transactions. Normally, the customers
cannot receive the goods until they make payment to a bank, and therefore these commercial letters of credit arecollateralized by the underlying goods. Upon issuance of commercial letters of credit, the MHFG Group monitors
the credit risk associated with these transactions to determine if additional collateral is required.
The table below summarizes the contractual amounts with regard to these undrawn commitments at March 31,
2008 and 2009:
2008
2009
(in millions of yen)

Commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

48,820,179
537,023

47,899,993
332,304

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

49,357,202

48,232,297

Notes:(1) Commitments to extend credit include commitments to invest in securities.
(2) Certain amounts in the prior period have been reclassified to conform to the current period’s presentation.
Allowance and provision (credit) for losses on off-balance-sheet instruments
Other liabilities include an allowance for losses on off-balance-sheet instruments, of which amount at March 31,
2008 and 2009 was ¥49,009 million and ¥132,638 million, respectively.

F-64

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
LeasesThe MHFG Group leases certain office space and equipment under noncancelable agreements. Future minimum
rental commitments for noncancelable leases at March 31, 2009 were as follows:
Capitalized leases Operating leases(in millions of yen)

Fiscal year ending March 31:
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,083
5,016
3,043
2,027
1,005
652

39,52933,59427,19423,712
19,98825,973

Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,826

169,990

Amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,142

Present value of minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . .

18,684

Total rental expense for the fiscal years ended March 31, 2007, 2008 and 2009 was ¥95,862 million, ¥99,339
million and ¥104,605 million, respectively.
During prior years, the MHFG Group’s major banking subsidiaries sold their head offices (including land,buildings, facilities and equipment) to third parties. Concurrent with the sales, these subsidiaries leased theproperties back for periods of 5 and 10 years at total lease payment for the whole period of ¥214,690 million,
which then decreased to ¥211,186 million, as the terms of certain lease agreements were changed during the
fiscal year ended March 31, 2009. The MHFG Group recorded the transactions as operating leases. The future
minimum lease payments under the terms of the related lease agreements were ¥119,419 million, ¥94,655 millionand ¥69,947 million at March 31, 2007, 2008 and 2009, respectively.
Legal proceedings
The MHFG Group is involved in normal collection proceedings initiated by the Group and other legal
proceedings in the ordinary course of business.
The Group’s Indonesian subsidiary acts as collateral agent for the trustee of bond issuances made by subsidiaries
of Asia Pulp & Paper Company Ltd. (“APP”). In that role, the subsidiary is involved in disputes between thebondholders and such APP subsidiaries in their capacities as the issuers, guarantors and/or pledgors of security
for the bonds relating to foreclosure proceedings on the collateral and has been named as a defendant in lawsuitsbrought by the obligors under the bonds in Indonesia. The Group’s consolidated financial statements do notinclude a reserve in relation to these disputes because the Group does not believe that the resolution of this matter
will have a significant impact on the consolidated financial condition or results of operations of the Group,
although there can be no assurance as to the foregoing.
25. Minority interest in consolidated subsidiaries
Minority interest represents the equity for the remaining outstanding voting stock of subsidiaries not owned by the
MHFG Group. The changes in minority interest in fiscal years ended March 31, 2007, 2008, and 2009 consisted ofminority interest in net income or loss of subsidiaries, minority interest in changes in other comprehensive incomeof subsidiaries and changes resulting from changes in the ownership percentage of the Group in certain subsidiaries.
F-65

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
During the fiscal year ended March 31, 2008, MHCB subscribed to new share issuances in total of ¥400 billion
through third-party allocations by its subsidiary, MHSC. The purpose of the increases in capital by MHSC was tostrengthen the capital base and business platform for the entire MHSC group. As a result of these transactions,
the Group’s ownership in MHSC was increased to 89.8% at March 31, 2008.
26. Variable interest entities and securitizations
Variable interest entities
In the normal course of business, the MHFG Group is involved with VIEs primarily through the following typesof transactions: asset-backed commercial paper/loan programs, asset-backed securitizations, investment funds,
trust arrangements, and structured finance. These transactions are discussed below. In accordance with theconsolidation requirements of FIN No.46R, the Group consolidated certain of these VIEs, where the Group wasdeemed to be the primary beneficiary through participation in a majority of expected losses, expected residual
returns or both. There are also other VIEs, where the Group determined that it was not the primary beneficiary
but had significant variable interests. In evaluating the significance of the variable interests, the Group
comprehensively takes into consideration the extent of its involvement with each VIE, such as the seniority of its
investments, the share of its holding in each tranche and the variability it expects to absorb, as well as otherrelevant facts and circumstances. The likelihood of loss is not necessarily relevant to the determination ofsignificance, and therefore, “significant” does not imply that there is high likelihood of loss. The maximum
exposure to loss that is discussed in this section is the contractual or notional amounts of liquidity facilities andother off-balance-sheet credit related support or principal amount of financing or investments, and it is notindicative of the ongoing exposure which is managed within the Group’s risk management framework.
The tables below show consolidated assets of the Group’s consolidated VIEs as well as total assets and maximum
exposure to loss for its significant or sponsored unconsolidated VIEs, as of March 31, 2008 and 2009:
Significant or sponsoredunconsolidated VIEs
Maximum
Consolidated assets Total assets exposure to loss
(in millions of yen)

2008

Consolidated VIEs

Asset-backed commercial paper/loan programs . . . . . . . . . . . . . . .
Asset-backed securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in securitization products . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust arrangements and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,096,717
788,481249,196
902,515——
1,642,466—
2,951,984
997,318—
73,962—402,626
421,577

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,036,909

5,591,768

898,165

Significant or sponsoredunconsolidated VIEs
Maximum
Consolidated assets Total assets exposure to loss
(in millions of yen)

2009

Consolidated VIEs

Asset-backed commercial paper/loan programs . . . . . . . . . . . . . . .
Asset-backed securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in securitization products . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust arrangements and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,497,291
616,794
37,674607,284——
1,417,645—
2,435,128
933,249—
43,908—412,983
452,549

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,759,043

4,786,022

909,440

F-66

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The tables below present the carrying amount and classification of consolidated VIEs’ assets, as of March 31,
2008 and 2009, and liabilities, as of March 31, 2009:
Consolidated VIEs’ assets

2008
2009
(in millions of yen)

Cash and due from banks and deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Call loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

113,775
9,013
850,401
298,251
3,683,707
81,762

147,1543,209
554,184
71,0532,908,207
75,236

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,036,909

3,759,043

Consolidated VIEs’ liabilities

2009(in millions of yen)

Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

315,819
6,925
16,679152,363313,298

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

805,084

The creditors or investors of the consolidated VIEs have no recourse to the MHFG Group, except where theGroup provides credit enhancement through guarantees or other means. The Group did not provide
non-contractual support to consolidated or unconsolidated VIEs during the fiscal years ended March 31, 2008
and 2009. The Group does not have implicit support arrangements with any VIEs.
The tables below present the carrying amount and classification of assets and liabilities on the MHFG Group’sbalance sheets that relate to its variable interests in the significant or sponsored unconsolidated VIEs, as ofMarch 31, 2009:
Assets on balance sheets related to unconsolidated VIEs

2009
(in millions of yen)

Trading accounts assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,793
407,748
15,629Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

456,170

Liabilities on balance sheets and maximum exposure to loss related to unconsolidated VIEs

2009
(in millions of yen)

Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

479,936

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

479,936

Maximum exposure to loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

909,440

F-67

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Asset-backed commercial paper/loan programs
The MHFG Group manages several asset-backed commercial paper/loan programs that provide its clients’
off-balance-sheet and/or cost-effective financing. The VIEs used in the programs purchase financial assets,
primarily receivables, from clients participating in the programs and provide liquidity through the issuance ofcommercial paper or borrowings from the MHFG Group backed by the financial assets. While customers
normally continue to service the transferred receivables, the MHFG Group underwrites, distributes, and makes amarket in commercial paper issued by the conduits. The MHFG Group typically provides program-wide liquidity
and credit support facilities and, in some instances, financing to the VIEs. The MHFG Group determined that it
absorbs a majority of expected losses or expected residual returns through the facilities and, therefore,
consolidated this type of VIEs.
Asset-backed securitizations
The MHFG Group acts as an arranger of various types of structured finance to meet clients’ various off-balancesheet financing needs. In substantially all of these structured financing transactions, the transfer of the financial
asset by the client is structured to be bankruptcy remote by use of a bankruptcy remote entity, which is deemed to
be a VIE because its equity holder does not have decision making rights. The MHFG Group receives fees forstructuring and/or distributing the securities sold to investors. In some cases, the MHFG Group itself purchases
the securities issued by the entities and/or provides loans to the VIEs.
In addition, the MHFG Group establishes several single-issue and multi-issue special purpose entities that issue
collateralized debt obligations (“CDO”) or CLO, synthetic CDO/CLO or other repackaged instruments to meetclients’ and investors’ financial needs. The MHFG Group also arranges securitization transactions including
CMBS, RMBS and others. In these transactions, the MHFG Group acts as an underwriter, placement agent, asset
manager, derivatives counterparty, and/or investor to debt and equity instruments.
In certain VIEs, where the MHFG Group provides liquidity and credit support facilities, writes credit protection
or invests in debt or equity instruments, the Group determined that it absorbs a majority of expected losses or
expected residual returns and, therefore, consolidated such VIEs.
In the fiscal years ended March 31, 2008 and 2009, the MHFG Group newly consolidated certain single-issue
special purpose entities issuing CDO, because, pursuant to FIN No.46R, the Group had become the primary
beneficiary through the participation in a majority of the expected losses, expected residual returns or both, due
to the occurrence of reconsideration events. The consolidation of these VIEs did not have a significant impact on
the MHFG Group’s consolidated results of operations or financial condition.
Investments in securitization products
The MHFG Group invests in, among other things, various types of CDO/CLO, synthetic CDO/CLO andrepackaged instruments, CMBS and RMBS arranged by third parties for the purpose of generating current
income or capital appreciation, which all utilize entities that are deemed to be VIEs. By design, such investments
were investment grade at issuance and held by a diverse group of investors. The Group usually takes into
consideration the seniority and the share of its investments by each tranche to evaluate whether it is the primary
beneficiary. The loss amount of securities and loans is generally limited to the amount invested because theGroup has no contractual involvement in such VIEs beyond its investments. However, the Group consolidated
some VIEs, mostly where the transactions were tailored by the third party arrangers to meet the Group’s needs asa sole investor. General information about such investments in unconsolidated VIEs is included in Note 3“Trading account assets and trading account liabilities” and Note 4 “Investments”.
F-68

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Investment funds
The MHFG Group invests in various investment funds including securities investment trusts, which collectively
invest in equity and debt securities that include listed Japanese securities and investment grade bonds. Investment
advisory companies or fund management companies, including the Group’s subsidiaries and affiliates, administerand make investment decisions over such investment funds. The Group determined to consolidate certain
investment funds where it was the primary beneficiary as it was holding a majority of share.
Trust arrangements
The MHFG Group offers a variety of asset management and administration services under trust arrangements
including security investment trusts, pension trusts and trusts used in the securitization of assets originated byand transferred to third parties. The Group receives trust fees for providing services as an agent or fiduciary on
behalf of beneficiaries.
As a trustee, the MHFG Group is required to exercise due care in managing and safe-keeping of the assets
entrusted. Since the MHFG Group manages and administers entrusted assets in a capacity of an agent or
fiduciary on behalf of its customers and is required to segregate trust assets from its proprietary assets, trust
accounts are recorded separately from the MHFG Group’s general accounts and are not included in its
consolidated financial statements.
With respect to guaranteed principal money trust products, the MHFG Group assumes certain risks by providing
guarantees for the repayment of principal as required by the trust agreements or relevant Japanese legislation.
The MHFG Group manages entrusted funds primarily through the origination of high quality loans and othercredit-related products, investing in investment grade marketable securities such as Japanese government bonds
and placing cash with the MHFG Group’s subsidiary trust banks (Refer to Note 12 “Due to trust accounts”). The
MHFG Group determined that it does not absorb a majority of expected losses or expected residual returns inconnection with these trust arrangements but had significant variable interests and, therefore, the trust accounts
are not included in the consolidated financial statements of the MHFG Group but are disclosed in the tables
above as for significant or sponsored unconsolidated VIEs. See Note 24 “Commitments and contingencies” forthe balances of guaranteed trust principal at March 31, 2008 and 2009.
With respect to non-guaranteed trust arrangements, the MHFG Group manages and administers assets on behalfof its customers (trust beneficiaries) in the capacity of a trustee and fiduciary; it does not assume risks associatedwith the entrusted assets. For substantially all non-guaranteed trust arrangements, the trust beneficiaries receive
the majority of expected residual returns and absorb the majority of expected losses based on the performance ofthe trust assets. Non-guaranteed trust accounts are not included in the consolidated financial statements of the
MHFG Group.
Special purpose entities created for structured finance
The MHFG Group is involved in real estate, commercial aircraft and other vessel and machinery and equipment
financing to VIEs. However, the Group determined that it does not absorb a majority of expected losses or
expected residual returns in these entities based on internally developed model. Furthermore, taking into
consideration that the Group typically only provides senior financing with credit enhanced by subordinatedinterests and, if necessary, may act as an interest rate swap counterparty, the Group’s variable interests in these
entities are considered not to be significant. General information about loan principal amounts and related loan
reserves are included in Note 5 “Loans” and Note 6 “Allowance for loan losses”.

F-69

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Securitization
The MHFG Group had no significant transfers of financial assets, recognized no significant gains or losses andretained no significant interests in securitization transactions accounted for as sales during the fiscal years ended
March 31, 2006 through 2009. The MHFG Group had securitized mortgage loans during a previous fiscal year.
In connection with such securitization transaction, the Group provides servicing for and holds retained interestsin the securitized mortgage loans. The Group’s retained interests consist of subordinated beneficial interests andretained credit exposure. The values of the subordinated beneficial interests are subject to credit risk, interest raterisk and prepayment risk on the securitized financial assets. The retained credit exposure is in the form of aguarantee by a subsidiary of the Group. The carrying amount of this retained credit exposure was not consideredmaterial at March 31, 2008 and 2009. No servicing assets or liabilities were recorded as a result of thistransaction since the Group received adequate compensation.
The following information is related to a mortgage loan securitization transaction executed during the fiscal year
ended March 31, 2005. Because the entity utilized is structured as qualifying SPE stipulated in SFAS No.140, it
is exempt from consolidation and the transfer is accounted for as a sale.
Key economic assumptions used in measuring the fair value of the subordinated beneficial interests at the date of
securitization were as follows:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayment rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average life (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.08-2.57%
4.14%
8.18
0.18%

At March 31, 2008 and 2009, key assumptions used in measuring the fair value of the subordinated beneficial
interests and the sensitivities of the fair value to an immediate adverse change of 10% and 20% in thoseassumptions were as follows:
2008

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayment rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average life (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2009

1.26-2.25% 1.51-2.33%
5.09%
4.87%
6.94
6.62
0.12%
0.11%
2008
2009
(in millions of yen)

Carrying value of subordinated beneficial interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate:
Impact of 10% adverse change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of 20% adverse change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayment rate:
Impact of 10% adverse change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of 20% adverse change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected credit losses:
Impact of 10% adverse change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of 20% adverse change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22,42820,813

657
1,297

607
1,199

271
472

131
291

148
300

115
229

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value
based on a 10 percent variation in assumptions generally cannot be extrapolated because the relationship of thechange in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
a particular assumption on the fair value of the subordinated beneficial interests is calculated without changing
any other assumption; in reality, changes could be correlated and changes in one factor may result in changes inanother (for example, increases in market interest rates may result in lower prepayments and increased credit
losses), which might magnify or counteract the sensitivities.
The table below summarizes certain cash flows received from the securitization for the fiscal years ended
March 31, 2007, 2008 and 2009:2007

Servicing fees received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows received on subordinated beneficial interests . . . . . . . . . . . . . . . . . . . .

2008
2009
(in millions of yen)

187
3,139

167
2,686

149
2,490

The tables below show the reconciliation between managed basis and on-balance-sheet amounts of mortgage
loans balances including delinquencies at March 31, 2008 and 2009, and that of net credit losses for the fiscal
years ended March 31, 2007, 2008 and 2009:
2008
Principal
balance

Principal balance and delinquencies

2009

Principal
Delinquencies
balance(in millions of yen)

Delinquencies

Total mortgage loans managed together . . . . . . . . . . . . . . . .
Less:Securitized amounts . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,323,116

60,3789,641,197

88,357200,433

1,902

177,934

2,266

On-balance-sheet amounts . . . . . . . . . . . . . . . . . . . . . . . . . .

9,122,683

58,476

9,463,263

86,091

Net credit losses

2007

2008
2009
(in millions of yen)

Total mortgage loans managed together . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less:Securitized amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,705

6,812

9,097

431

293

331

On-balance-sheet amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,274

6,519

8,766

The on-balance-sheet amounts in the tables above do not include separately managed mortgage loans, theprincipal balance of which were ¥2,000 billion and ¥1,919 billion at March 31, 2008 and 2009, respectively.
There are certain transactions where, pursuant to SFAS No.140, transfers of financial assets do not qualify forsales treatment but are accounted for as secured borrowing; thus, the transferred assets continue to be carried on
the consolidated balance sheets of the MHFG Group. Such assets associated with securitization transactions andloan participation transactions amounted to ¥218,864 million and ¥358,569 million, respectively, as of March 31,
2009. Liabilities associated with securitization and loan participation transactions are presented as Payables
under securities lending transactions and Other short-term borrowings or Long-term debt, respectively, on the
consolidated balance sheets.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
27. Fees and commissions income
Details of Fees and commissions income for the fiscal years ended March 31, 2007, 2008 and 2009 are as
follows:
2007

2008
2009
(in millions of yen)

Remittance business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits, debentures and lending business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Securities-related business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trust fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees for other customer services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

115,940
116,338
101,861
66,329282,531

117,42187,76994,85864,164
268,852

111,317
110,171
57,45355,891
225,707

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

682,999

633,064

560,539

Remittance business fees consist of service charges for funds transfer and collections. Securities-related businessfees consist of broker’s fees and markups on securities underwriting and other securities related activities. Trust
fees are earned primarily by fiduciary asset management and administration service for corporate pension plans,investment funds, and other. Fees for other customer services include fees related to the MHFG Group’s agency
business, guarantee related business, and other.
28. Fair value
Effective April 1, 2008, the MHFG Group adopted SFAS No.157, which clarifies the definition of fair value andthe method used to measure fair value and expands the disclosure requirements about fair value measurements.
As described more fully below, SFAS No.157 also precludes deferral of gains and losses at inception of certain
derivative contracts whose fair value was not evidenced by market-observable data. SFAS No.157 requires thatthe impact of this change in accounting for derivative contracts be recorded as an adjustment to beginningretained earnings in the period of adoption.
The MHFG Group also adopted SFAS No.159 on April 1, 2008. SFAS No.159 allows an entity the irrevocable
option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on
a contract-by-contract basis. The Group elected to adopt the fair value option for certain financial instruments on
the adoption date. SFAS No.159 requires that the difference between the carrying value before election of the fairvalue option and the fair value of these instruments be recorded as an adjustment to beginning retained earnings
in the period of adoption.
Fair Value Measurements
SFAS No.157 defines fair value as the exchange price that would be received for an asset or paid to transfer aliability (an exit price) in the principal or most advantageous market for the asset or liability in an orderlytransaction between market participants on the measurement date. SFAS No.157 also establishes a fair value
hierarchy which requires an entity to maximize the use of observable inputs and minimize the use ofunobservable inputs when measuring fair value. SFAS No.157 precludes the use of block discounts whenmeasuring the fair value of instruments traded in an active market, which were previously applied to large
holdings of publicly traded financial instruments. The cumulative effect of the change resulted in a decrease to
the beginning balance of Accumulated deficit of ¥1,464 million after-tax.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Fair Value Hierarchy
SFAS No.157 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation
techniques are observable or unobservable. The standard describes three levels of inputs that may be used tomeasure fair value:
Level 1

Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include
debt and equity securities and derivative contracts that are traded in an active exchange market.

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated
by observable market data for substantially the full term of the assets or liabilities. Level 2 assets andliabilities include debt securities with quoted prices that are traded less frequently than exchangetraded instruments. If no quoted market price is available, the fair values of debt securities and overthe-counter derivative contracts in this category are determined using a pricing model with inputs thatare observable in the market or can be derived principally from or corroborated by observable market
data.

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fairvalue of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value
is determined using pricing models, discounted cash flow methodologies, or similar techniques, as wellas instruments for which the determination of fair value requires significant management judgment or
estimation.

Following is a description of valuation methodologies used for assets and liabilities measured at fair value on arecurring basis, including the general classification of such instruments pursuant to the fair value hierarchy and
the Group’s valuation techniques used to measure fair values.
Trading securities and trading securities sold, not yet purchased
When quoted prices for identical securities are available in an active market, the Group uses the quoted prices tomeasure fair values of securities and such securities are classified in Level 1 of the fair value hierarchy. Level 1
securities include highly liquid government bonds and Ginnie Mae securities. When quoted prices for identicalsecurities are available, but not actively traded, such securities are classified in Level 2 of the fair value
hierarchy. When no quoted market price is available, the Group estimates fair values by using a pricing modelwith inputs that are observable in the market and such securities are classified in Level 2 of the fair value
hierarchy. Level 2 securities include Japanese local government bonds, corporate bonds, and commercial paper.
When less liquidity exists for securities, the quoted prices are stale or the prices from independent sources vary,such securities are generally classified in Level 3 of the fair value hierarchy. Level 3 securities include
securitization products such as RMBS, CDO, asset-backed securities (“ABS”), and CLO.
With respect to the foreign currency denominated-securitization products, the Group had generally used thequotes obtained from brokers or information vendors as a proxy for quoted market prices in the prior periods.
However, given the current situation in which the volume of actual transactions is extremely limited and there
exists a considerable gap between offers and bids of sellers and buyers, the Group determined that the quotes
were no longer deemed to represent fair values and that those securities were valued by using discounted cash
flow models. The key inputs of the discounted cash flow models include default rates, recovery rates,
pre-payment rates and discount rates. The change in the valuation techniques did not result in the transfer in/out
of Level 3, as the securitization products have been classified as Level 3 from the beginning of the fiscal year
ended March 31, 2009.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Derivative financial instruments
Exchange-traded derivatives are valued using quoted market prices and so are classified in Level 1 of the fairvalue hierarchy. However, the majority of derivatives entered into by the Group are executed over-the-counterand so are valued using internal valuation techniques as no quoted market price is available for such instruments.
The valuation techniques depend on the type of derivatives. The principal techniques used to value these
instruments are discounted cash flow models and the Black-Scholes option pricing model, which are widely
accepted in the financial services industry. The key inputs vary with the type of derivatives and the nature of theunderlying instruments and include interest rate yield curves, foreign exchange rates, the spot price of theunderlying, volatility and correlation. Each item is placed in either Level 2 or Level 3 depending on theobservability of the significant inputs to the model. Level 2 derivatives include plain vanilla interest rate andcurrency swaps and option contracts. Derivative contracts valued using significant unobservable correlation orvolatility are classified in Level 3 of the fair value hierarchy.
Investments
Fair values of available-for-sale securities are determined primarily using the same procedures described for
trading securities. Level 1 securities include highly liquid government bonds and listed stocks. Though Level 3
securities include most securitization products such as RMBS, CMBS, CDO, ABS, and CLO, certain
securitization products such as Japanese RMBS are classified in Level 2, if their fair values are quoted prices inmarkets that are not active, or determined using a pricing model that can be corroborated by observable market
data.
Other investments, except investments held by consolidated investment companies, have not been measured atfair value on a recurring basis. Investments held by consolidated investment companies consist of marketable andnon-marketable equity securities. The fair value of the marketable equity securities is based upon quoted market
prices. The fair value of the non-marketable equity securities is based upon significant management judgment, asvery limited quoted prices exist. When evaluating such securities, the Group firstly considers recent market
transactions of the identical security, if applicable. Otherwise, the Group uses commonly accepted valuation
techniques such as earnings multiples based on comparable public securities. Non-marketable equity securities
are generally classified in Level 3 of the fair value hierarchy.
Long-term debt
Where fair value accounting has been elected for structured notes, the fair values of those are determined byincorporating the fair values of embedded derivatives primarily derived from the same procedures described forderivative financial instruments. Such instruments are classified in Level 2 or Level 3 depending on theobservability of significant inputs to the model of the embedded derivatives. Where fair value accounting has
been elected for non-structured notes issued by consolidated VIEs, the fair values of those are determinedprimarily based upon the fair values of the underlying assets held by consolidated VIEs. Such instruments areclassified in Level 3 because the underlying assets held by consolidated VIEs are securitization products
classified in Level 3.

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Items measured at fair value on a recurring basis
Assets and liabilities measured at fair value on a recurring basis at March 31, 2009, including those for which the
MHFG Group has elected the fair value option, are summarized below:
2009

Level 1

Level 2 Level 3(in billions of yen)

Assets/Liabilities
at fair value

Assets:Trading account assets:
Trading securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments:
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,241
22

3,319
18,896930
598

11,49019,516

20,226
—

4,505
—

2,824
88

27,55588

Total assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,48926,7204,440

58,649Liabilities:
Trading account liabilities:
Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,724
32
—

163
18,117
7

—
471
261

2,887
18,620268

Total liabilities at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,756

18,287732

21,775

Notes:(1) Trading securities include foreign currency denominated securities that the MHFG Group elected the fairvalue option under SFAS No.159. Such securities were previously classified as available-for-sale securities.
(2) Amounts represent items for which the Group elected the fair value option under SFAS No.155 or
SFAS No.159.
Items measured at fair value on a recurring basis using significant unobservable inputs (Level 3)
The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) for the period from April 1, 2008 to March 31, 2009.
Purchases,
Change in
Net
Transfers
sales,
unrealized
April 1, realized/unrealized in and/or out issuances and March 31, gains (losses)
2008
gains (losses)of Level 3
settlements
2009
still held (4)(in billions of yen)

Assets:Trading account assets:
Trading securities . . . . . . . . . . . . . 1,176
Derivatives, net (1) . . . . . . . . . . . . .
(39)
Investments:
Available-for-sale securities . . . . . 3,607
Other investments . . . . . . . . . . . . .
77
Liabilities:
Long-term debt . . . . . . . . . . . . . . .
335

(203)
119

18
10

(61)
37

930
127

(100)
69

(114)(2)
19

(69)
—

(600)
(8)

2,824
88

(59)
11

(1)(3)

—

(73)

261

1

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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Notes:(1) Total Level 3 derivative exposures have been netted on the table for presentation purpose only.
(2) Realized gains (losses) are reported in Investment gains (losses)—net. Unrealized gains (losses) are reported
in Accumulated other comprehensive income (loss).
(3) Realized and unrealized gains are reported in Other noninterest income, while realized and unrealized losses
are reported in Other noninterest expenses.
(4) Amounts represent total gains or losses recognized in earnings during the fiscal year, that are attributable tothe change in fair value relating to assets and liabilities classified as Level 3 that are still held at March 31,
2009.
The major Level 3 financial instruments were as follows.
Trading securities classified within Level 3 include securitization products related to RMBS, CDO, ABS, CLO,
and similar assets held by MHSC and its overseas subsidiaries, including consolidated VIEs. On April 1, 2008,
the MHFG Group elected the fair value options for foreign currency denominated available-for-sale securities
held by certain MHFG subsidiaries. Those securities included certain foreign currency denominatedsecuritization products that were classified within Level 3. The fair values of foreign currency denominatedsecurities within Level 3 transferred from Available-for-sale securities were ¥632 billion at March 31, 2008.
Available-for-sale securities classified within Level 3 primarily consist of Japanese debt securities and foreign
debt securities, of which the fair values were ¥2,271 billion and ¥552 billion, respectively, at March 31, 2009.
Those debt securities include RMBS, CMBS, CDO, ABS, CLO, and similar assets held by certain MHFG
subsidiaries, including consolidated VIEs.
Items measured at fair value on a nonrecurring basis
On April 1, 2008, the MHFG Group adopted SFAS No.157 for financial assets and liabilities only, as permitted
by FSP No.FAS157-2, which defers the effective date of SFAS No.157 for nonfinancial assets and liabilities thatare not measured at fair value on a recurring basis. The Group held certain financial assets and liabilities that aremeasured at fair value on a nonrecurring basis at March 31, 2009. These assets and liabilities primarily include
items that are measured at the lower of cost or fair value, and items that were initially measured at cost and havebeen written down to fair value as a result of impairment. The following table shows the fair value hierarchy for
those items as of March 31, 2009.
2009
Level 2 Level 3(in billions of yen)

Total

Level 1

Assets:Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

330
81
44

—
—
—

—

Total assets at fair value on a nonrecurring basis . . . . . . . . . . . . .

455

Liabilities:
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities at fair value on a nonrecurring basis . . . . . . . . . . .

Aggregate cost

—

330
75
44

613
123
134

—

6

449

870

4

—

—

4

—

4

—

—

4

—

6

Loans in the table above have been impaired and measured based on the fair value of the underlying collateral.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Loans held-for-sale in the table above are accounted for at the lower of cost or fair value and recorded at the fairvalue below the cost at the end of the period. Due to the dislocation of global credit markets, liquidity in themarket for these items has significantly declined during the fiscal year and consequently a significant portion ofthese items has no readily available quoted price as of the end of the fiscal year. The fair value of these items isdetermined primarily by using quoted prices for similar assets in markets that are not active. Since there is no
sufficient, current market information about such assets that are observable, the determination of fair value forthese items requires significant adjustment based on management judgment and estimation. Therefore, significant
portion of these items are classified as Level 3.
Other investments in the table above have been impaired and written down to fair value. Other investments
consist of non-marketable equity securities outside the scope of SFAS No.115, which have no readily available
quoted price. The fair value of the impaired non-marketable common stock is determined primarily by using
liquidation value technique. The fair value of the impaired non-marketable preferred stock with conversion
features is determined primarily by using the internal valuation technique based on the income approach. Theinternal valuation technique considers the quoted prices for the common stock into which the preferred stock isconvertible and the expected volatility of the common stock’s historical price. Since these techniques requiresignificant management judgment or estimation, these items are classified as Level 3.
Other liabilities in the table above represent amounts recorded for loan commitments where loans drawn under
the commitment will be held for sale. The losses were measured in the same manner as loans held-for-sale above.
Fair Value Option
Effective April 1, 2008, the MHFG Group adopted SFAS No.159 for certain eligible financial instruments. The
Group intended to eliminate volatility in earnings primarily caused by measuring assets and liabilities on a different
basis and to align the accounting treatment with the Group’s risk management practices. The financial assets or
liabilities for which the Group elected the fair value option as of April 1, 2008 are primarily foreign currency
denominated available-for-sale securities and certain hybrid financial instruments that contain embedded derivatives
that had not been previously elected or eligible for fair value treatment under SFAS No.155.
The following table summarizes the impact of adopting the fair value option for those items on April 1, 2008.
Amounts shown represent the carrying value of the affected instruments before and after the changes inaccounting resulting from the adoption of SFAS No.159.
EndingAdoption
Openingbalance sheet
net gains balance sheet
March 31, 2008
(losses)
April 1, 2008
(in millions of yen)

Impact of electing the fair value option under SFAS No.159:
Trading securities (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . .

5,888,151(169,167)—

27,848 5,888,151
9,989(159,178)(65)—

Pretax-cumulative-effect adjustment . . . . . . . . . . . . . . . . . . . . . . . . .

37,772

Tax impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(11,399)

Cumulative-effect adjustment, net of tax, decrease to Accumulated
deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26,373

Note:

These trading securities were previously reported at fair value within available-for-sale securities.
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The items for which the MHFG Group elected the fair value option were as follows.
Foreign currency denominated available-for-sale securities
Prior to the adoption of SFAS No.159, the changes in fair value of available-for-sale securities had beenaccounted for in Accumulated other comprehensive income; net of tax, while the changes in fair value caused byforeign exchange fluctuation of foreign currency denominated financial liabilities had been accounted for inearnings. On April 1, 2008, the MHFG Group elected the fair value option for those securities to mitigate thevolatility in earnings due to the difference in the recognition of foreign exchange risk between available-for-salesecurities and financial liabilities. Following the election of the fair value option, these securities have beenreported as trading securities in Trading account assets.
Certain hybrid financial instruments
The MHFG Group issues structured notes as part of its client-driven activities. Structured notes are debt
instruments that contain embedded derivatives. On April 1, 2008, the Group elected to record at fair value certain
structured notes not previously elected or eligible for fair value treatment under SFAS No.155. Following theelection of the fair value option, those structured notes continue to be reported in Long-term debt and interest on
those structured notes continues to be reported in Interest expense on long-term debt. The election was made to
mitigate accounting mismatches and to achieve the operational simplifications. The difference between theaggregate fair value of those structured notes for which the fair value option has been elected and the aggregate
unpaid principal balance of such instruments is ¥31 billion at March 31, 2009. The net unrealized gains resulting
from changes in fair values of those structured notes of ¥3 billion were recorded in Other noninterest income forthe fiscal year ended March 31, 2009. The amounts in this paragraph include the figures for certain structured
notes that contain embedded derivatives, which had been previously elected for fair value treatment under
SFAS No.155.
Financial assets and liabilities held by consolidated VIEs
The MHFG Group consolidates certain VIEs that issue CDOs where MHFG or its subsidiaries have been
determined to be the primary beneficiary under FIN No.46R. The Group elected the fair value option for certain
assets held and notes issued by those VIEs to eliminate the divergence between accounting income and economic
income. The assets were reported in Trading account assets, while the notes were reported in Long-term debt.
The fair value option enabled the Group to recognize the gains or losses attributing to only the notes that theGroup held. The difference between the aggregate fair value of those notes for which the fair value option has
been elected and the aggregate unpaid principal balance of such instruments was ¥60 billion at March 31, 2009.
The net unrealized gains resulting from changes in fair values of their notes of ¥2 billion were recorded in
Trading account gains—net, for the fiscal year ended March 31, 2009.
Fair Value of financial instruments
SFAS No.107, “Disclosures about Fair Value of Financial Instruments” (“SFAS No.107”) requires the disclosureof estimated fair value of financial instruments. Fair value of financial instruments is the current amount thatwould be exchanged between willing parties, other than in a forced sale or liquidation. Quoted market prices, if
available, are best utilized as estimates of the fair values of financial instruments. However, since no quoted
market prices are available for certain financial instruments, fair values for such financial instruments have been
estimated based on management’s assumptions, discounted cash flow models or other valuation techniques. Suchestimation methods are described in more detail below. These estimates could be significantly affected bydifferent sets of assumptions. There are certain limitations to management’s best judgment in estimating fair
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MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
values of financial instruments and inherent subjectivity involved in estimation methodologies and assumptions
used to estimate fair value. Accordingly, the net realizable or liquidation values could be materially different
from the estimates presented below. In addition, the estimates below are only reflective of the fair value of eachcategory of financial instruments but not reflective of the fair value of the MHFG Group on a consolidated basis.
SFAS No.107 does not require the disclosure of the fair value of nonfinancial instruments.
The carrying amount and fair values of certain financial instruments, excluding the financial instruments outside
the scope of SFAS No.107 such as the equity method investments and lease contracts as defined in SFAS No.13,“Accounting for Leases” (“SFAS No.13”), at March 31, 2008 and 2009 are as follows:
2008
2009
Carrying Estimated Carrying Estimatedamountfair value
amountfair value(in billions of yen)

Financial assets:
Cash and due from banks, call loans and funds sold, andreceivables under resale agreements and securities borrowing
transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance for loan losses . . . . . . . . . . . . . . . . . . . . .
Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial liabilities:
Noninterest-bearing deposits, call money and funds purchased,
and payables under repurchase agreements and securities
lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading securities sold, not yet purchased . . . . . . . . . . . . . . . . . . .
Due to trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper and other short-term borrowings . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . .

20,198
10,59335,22867,513
4,988
9,959

20,198
10,59335,23367,870
4,988
9,959

18,102
11,49027,822
71,746
3,726
19,51618,102
11,49027,824
72,117
3,726
19,51636,55975,170
3,159
4,705
1,120
5,374
7,596
4,461
9,416

36,55975,110
3,169
4,705
1,120
5,374
7,826
4,461
9,416

32,25074,762
2,300
2,887
986
8,715
7,999
5,032
18,62032,25074,717
2,327
2,887
986
8,715
8,242
5,032
18,620

Following is a description of valuation methodologies used for estimating fair value for financial assets andliabilities not carried at fair value on the Group’s consolidated balance sheet.
Cash and due from banks, call loans and funds sold, and receivables under resale agreements and securities
borrowing transactions
The carrying value of short-term financial assets, such as cash and due from banks, interest-bearing deposits inother banks, call loans and funds sold, and receivables under resale agreements and securities borrowing
transactions approximates the fair value of these assets since they generally involve limited losses from credit
risk or have short-term maturities with interest rates that approximate market.

F-79

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Investments
Fair values of held-to-maturity securities are determined primarily using the same procedures described for
trading securities and available-for-sale securities aforementioned in this section. The fair values of other equity
interests, which primarily comprise non-marketable equity securities, are not readily determinable, and theircarrying amounts of ¥693 billion and ¥639 billion at March 31, 2008 and 2009, respectively, were not included in
the disclosure.
Loans
Performing loans have been fair valued as groups of similar loans based on the type of loan, credit quality,
prepayment assumptions and remaining maturity. The fair value of fixed rate loans is estimated based on
discounted cash flows using interest rates approximating the MHFG Group’s current rates for similar loans,adjusting for inherent credit risk. The carrying value of variable rate loans approximates the fair value since theymature or are repriced within a short period of time.
Other financial assets
The carrying value of other financial assets, such as accrued interest receivable and accounts receivable frombrokers, dealers, and customers for securities transactions, approximates the fair value of these assets since theygenerally involve limited losses from credit risk or have short-term maturities with interest rates that approximate
market.
Noninterest-bearing deposits, call money and funds purchased, and payables under repurchase agreements andsecurities lending transactions
The carrying value of short-term financial liabilities, such as noninterest-bearing deposits, call money and funds
purchased, and payables under repurchase agreements and securities lending transactions approximates the fairvalue of these liabilities since they generally have short-term maturities with interest rates that approximate market.
Interest-bearing deposits
The fair value for fixed rate deposits is estimated based on discounted cash flow analysis using current interest
rates for instruments with similar maturities. The carrying value for variable rate deposits approximates the fairvalue since they are repriced within a short period of time.
Debentures
The fair value of debentures is estimated based on discounted cash flow analysis using current interest rates
offered for debentures with similar maturities.
Due to trust accounts
The carrying value of due to trust accounts approximates the fair value since they generally have short-term
maturities with interest rates that approximate market.
Commercial paper and other short-term borrowings
The carrying value of the majority of other short-term borrowings approximates the fair value since theygenerally have short-term maturities with interest rates that approximate market. The fair value of certain
borrowings is estimated based on discounted cash flow analysis using interest rates approximating the MHFG
Group’s incremental borrowings with similar maturities.
F-80

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Long-term debt
The fair value of long-term debt, except for certain items elected for fair value option under SFAS No.155 or
SFAS No.159, of which valuation techniques are described separately in this section, is estimated based on
discounted cash flow analysis using interest rates approximating the MHFG Group’s incremental borrowings
with similar maturities.
Other financial liabilities
The fair value of other financial liabilities, such as accrued interest payable and accounts payable to brokers,
dealers, and customers for securities transactions, approximates the carrying amounts.
The fair values of certain off-balance-sheet financial instruments, such as commitments to extend credit andcommercial letters of credit, are not considered material to the consolidated balance sheets at March 31, 2008 and2009.
29. Related party transactions
Transactions with directors, executive officers, and their associates
The banking subsidiaries of MHFG make loans to the MHFG Group’s directors, executive officers, and theirassociates in their ordinary course of business. At March 31, 2008 and 2009, outstanding loans to such relatedparties were not considered significant. These related party loans were made on substantially the same terms,
including interest rate and collateral, as those prevailing at the same time for comparable transactions withunrelated parties. At March 31, 2008 and 2009, there were no loans to these related parties that were considered
impaired.
Other transactions, such as deposits, were entered into between MHFG’s subsidiaries and the MHFG Group’s
directors, executive officers, and their associates during the fiscal years ended March 31, 2007, 2008 and 2009.
The outstanding amounts of these transactions, which were made in the ordinary course of business with terms
equivalent to those with unrelated parties, were not considered significant.
Transactions with other related parties
A number of transactions were entered into with other related parties, such as MHFG’s employees and affiliates
accounted for under the equity method. These transactions included loans, deposits, and other banking services.
They were not significant in amount and were conducted with substantially the same terms as those forcomparable transactions with unrelated parties.
30. Business segment information
Under U.S. GAAP, companies report segment information based on the way management disaggregates thecompany for making operating decisions. The MHFG Group’s operating segments are based on the nature of the
products and services provided, the type of customer and the Group’s management organization. The businesssegment information, set forth below, is derived from the internal management reporting systems used bymanagement to measure the performance of the Group’s business segments. The management measures theperformance of each of the operating segments primarily in terms of “net business profits” in accordance withinternal managerial accounting rules and practices. Net business profits is used as a measure of the profitabilityof core banking operations in Japan, and is defined as gross profits (or the sum of net interest income, fiduciaryincome, net fee and commission income, net trading income and net other operating income) less general and
F-81

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
administrative expenses (excluding non-recurring expenses). Measurement by net business profits is required forregulatory reporting to the FSA. Therefore, the format and information are presented primarily on the basis ofJapanese GAAP and is not consistent with the consolidated financial statements prepared in accordance with U.S.
GAAP. A reconciliation is provided for the segments’ total net business profits with Income (loss) before income
tax expense under U.S. GAAP.
Note 31 “Foreign activities” provides financial information relating to the MHFG Group’s operations bygeographic area.
MHFG manages its business portfolio through the three Global Groups: the Global Corporate Group, the Global
Retail Group, and the Global Asset & Wealth Management Group. The Global Corporate Group consists
primarily of MHCB and MHSC, the Global Retail Group consists primarily of MHBK and MHIS, and the Global
Asset & Wealth Management Group consists primarily of MHTB. Operating segments of MHCB and MHBK are
aggregated within each entity based on customer characteristics and functions. Operating segments of MHCB are
aggregated into three reportable segments, domestic, international, and trading and others. Operating segments of
MHBK are also aggregated into three reportable segments, retail banking, corporate banking, and trading andothers. In addition to the three Global Groups, subsidiaries which provide services to a wide range of customers
and which do not belong to a specific Global Group are aggregated as Others.
The Global Corporate GroupMHCBMHCB is the main operating company of the Global Corporate Group and provides banking and other financial
services to large corporations, financial institutions, public sector entities, foreign corporations, including foreignsubsidiaries of Japanese corporations, and foreign governmental entities.
(1) Domestic
This segment consists of the following five units of MHCB: corporate banking, financial institutions & public
sector business, global syndicated finance, global financial products, and global transaction banking. This
segment provides a variety of financial products and services to large corporations, financial institutions andpublic sector entities in Japan. The products and services it offers include commercial banking, advisory services,syndicated loan arrangements and structured finance.
(2) International
This segment primarily offers commercial banking and foreign exchange transaction services to foreign
corporations, including foreign subsidiaries of Japanese corporations, through MHCB’s overseas network.
(3) Trading and others
This segment consists of the global markets unit, the global portfolio management unit, and the global alternative
investment unit. This segment supports the domestic and international segments in offering derivatives and otherrisk hedging products to satisfy MHCB’s customers’ financial and business risk control requirements. It is also
engaged in MHCB’s proprietary trading, such as foreign exchange and bond trading, and asset and liability
management. This segment also includes costs incurred by headquarters functions of MHCB.

F-82

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(4) MHSCMHSC is the primary investment banking arm in the Global Corporate Group and offers wholesale securities andinvestment banking services, such as underwriting and trading of bonds and equities, advisory services, andstructured finance, to large and international corporations, financial institutions, and public entities.
(5) Others
This segment consists of MHCB’s subsidiaries other than MHSC. These subsidiaries offer financial products andservices in specific areas of business or countries mainly to customers of the Global Corporate Group.
The Global Retail GroupMHBKMHBK is the main operating company of the Global Retail Group. MHBK provides banking and other financial
services primarily to individuals, SMEs and middle-market corporations through its domestic branch and ATM
network.
(6) Retail banking
This segment offers banking products and services, including housing and other personal loans, credit cards,
deposits, investment products, and consulting services, to MHBK’s individual customers through its nationwide
branch and ATM network, as well as telephone and Internet banking services.
(7) Corporate banking
This segment provides loans, syndicated loan arrangements, structured finance, advisory services, other banking
services, and capital markets financing to SMEs, middle-market corporations, local governmental entities, andother public sector entities in Japan.
(8) Trading and others
The trading and ALM group supports the retail banking and corporate banking segments in offering derivatives
and other risk hedging products to satisfy MHBK’s customers’ financial and business risk control requirements.
It is also engaged in MHBK’s proprietary trading, such as foreign exchange and bond trading, and asset andliability management. This segment also includes costs incurred by headquarters functions of MHBK.
(9) MHISMHIS offers securities services to individuals and corporate customers of the Global Retail Group and provides
those corporate customers with support in procuring funds through capital markets.
(10) Others
This segment consists of MHBK’s subsidiaries other than MHIS. These subsidiaries, such as Mizuho Capital and
Mizuho Business Financial Center, offer financial products and services in specific areas of business tocustomers of the Global Retail Group.
F-83

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Global Asset & Wealth Management Group(11) MHTBMHTB is the main operating company of the Global Asset & Wealth Management Group and offers products and services
related to trust, real estate, securitization and structured finance, pension and asset management, and stock transfers.
(12) Others
This segment includes companies other than MHTB which are part of the Global Asset & Wealth Management Group. These
companies include Mizuho Private Wealth Management, TCSB and asset management companies. They offer products andservices related to private banking, trust and custody, and asset management.
(13) Others
This segment consists of MHFG and its subsidiaries that do not belong to a specific Global Group but provide their services to awide range of customers. Under this segment, the MHFG Group offers non-banking services including research and consulting
services through Mizuho Research Institute, information technology-related services through Mizuho Information & ResearchInstitute and advisory services to financial institutions through Mizuho Financial Strategy.
The information below for reportable segments is derived from the internal management reporting system. Management does
not use information on segments’ assets to allocate resources and assess performance and has not prepared information on
segment assets. Accordingly, information on segment assets is not available.
Global Corporate Group
MHCB

2007

Total

Global Asset & WealthManagement Group

Global Retail Group
MHBK

Trading
Interand
Domestic national others MHSC Others
Total
(1)
(2)
(3)
(4)
(5)

Total

Retail Corporatebanking banking
Total
(6)
(7)

Tradingandothers MHIS Others
MHTB Others Others(8)(9)(10) Total
(11)
(12)
(13)

Total

(in billions of yen)

Gross profits: (2)Net interest income(expense) . . . . . . . . . 407.7 306.5
Net noninterest
income . . . . . . . . . . . . 377.6 241.4

202.4

73.4

30.7

(0.2) 101.4

640.6 593.8 262.6

326.6

464.8 384.7

30.3

4.6

1.2

45.6

53.8

52.2

1.6

(11.8) 1,090.3

108.2

59.6

73.6

105.9

53.4

233.3

98.0

61.0

19.1 169.8 121.7

48.1

14.9 1,027.1

Total . . . . . . . . . . . . . . . . . 785.3 547.9
General and administrative
expenses . . . . . . . . . . . . . 377.0 241.0
Others . . . . . . . . . . . . . . . . (44.3) —

310.6

133.0

104.3

105.7 131.7 1,105.4 978.5 316.0

559.9

102.6

62.2

64.7 223.6 173.9

49.7

3.1 2,117.4

88.3
—

61.5
—

91.2
—

61.1
—

74.9
(44.3)

588.5 527.0 199.3(11.5) —
—

245.2
—

82.5
—

43.4
—

18.1 126.2 87.8
(11.5) (1.2) —38.4 (15.8) 1,075.9
(1.2)
7.1
(49.9)Net business profits . . . . . . 364.0 306.9

222.3

71.5

13.1

44.6

12.5

505.4 451.5 116.7

314.7

20.1

18.8

35.1

10.1

Global Corporate Group

2008

Total

26.0

991.6

86.1

Tradingandothers MHIS Others
MHTB Others Others(8)(9)(10) Total
(11)
(12)
(13)

Total

Global Asset & WealthManagement Group

Global Retail Group

MHCB

96.2

MHBK

Trading
Interand
Domestic national others MHSC Others
Total
(1)
(2)
(3)
(4)
(5)

Total

Retail Corporatebanking banking
Total
(6)
(7)
(in billions of yen)

Gross profits: (2)Net interest income(expense) . . . . . . . . . 368.8 293.6
Net noninterest income(expenses) . . . . . . . . . 15.4 312.8

180.5

73.4

39.7

(5.6)

80.8

654.4 606.9 311.0

328.9(33.0)

0.7

46.8

55.4

53.5

1.9

(15.0) 1,063.6

106.0

68.0

138.8

41.7 (339.1) 385.4 335.9

42.7

174.5

118.7

52.3

(2.8) 175.7 119.2

56.5

20.8

Total . . . . . . . . . . . . . . . . . 384.2 606.4
General and administrative
expenses . . . . . . . . . . . . 394.0 236.2
Others . . . . . . . . . . . . . . . . (48.3) —

286.5

141.4

178.5

36.1 (258.3) 1,039.8 942.8 353.7

503.4

85.7

53.0

44.0 231.1 172.7

58.4

5.8 1,660.9

85.5
—

67.1
—

83.6
—

66.4
—

91.4 580.8 537.2 214.8(48.3) (14.7) —
—

229.3
—

93.1
—

45.2
—

(1.6) 127.6 86.8
(14.7) (1.5) —

40.8
(1.5)

(9.1) 1,093.3
8.1(56.4)Net business profits . . . . . . (58.1) 370.2

201.0

74.3

94.9

(30.3) (398.0) 444.3 405.6 138.9

274.1

(7.4)

7.8

30.9 102.0

16.1

23.0

F-84

85.9

597.3

511.2

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Global Corporate Group
MHCB

2009

Total

Global Asset & WealthManagement Group

Global Retail Group
MHBK

TradingandInterDomestic national others MHSC Others
(3)
Total
(1)
(2)
(4)
(5)
Total

Retail Corporatebanking banking
Total
(6)
(7)

Tradingandothers MHIS Others
MHTB Others Others(8)(9)(10) Total
(11)
(12)
(13)

Total

(in billions of yen)

Gross profits: (2)Net interest income(expense) . . . . . . . . . . . 381.3 316.5
Net noninterest income(expenses) . . . . . . . . . . . 343.2 211.7

172.7

90.1

53.7

(9.7)

74.5 648.1 603.7 327.3

297.9(21.5)

0.4

44.0

49.8

48.6

1.2

(10.3) 1,068.9

102.5

40.4

68.8

78.0

53.5 252.2 224.0

25.2

144.4

54.4

30.9

(2.7) 127.1

81.5

45.6

15.6

Total . . . . . . . . . . . . . . . . . . . 724.5 528.2
General and administrative
expenses . . . . . . . . . . . . . . 381.4 246.9
Others . . . . . . . . . . . . . . . . . . (35.4) —

275.2

130.5

122.5

68.3

128.0 900.3 827.7 352.5

442.3

32.9

31.3

41.3 176.9 130.1

46.8

5.3 1,807.0

92.0
—

66.0
—

88.9
—

59.5
—

75.0 615.9 571.1 235.7(35.4) (13.8) —
—

234.2
—

101.2
—

44.0
0.8 132.0 91.3
— (13.8) (3.2) —

40.7
(3.2)

(5.7) 1,123.6(8.4) (60.8)

Net business profits . . . . . . . 307.7 281.3

183.2

64.5

33.6

8.8

17.6 270.6 256.6 116.8

208.1(68.3) (12.7) 26.7

2.9

2.6

41.7

38.8

738.1

622.6

Notes:(1) (5) Others, (10) Others, and (12) Others include elimination of transactions between companies within the Global Corporate Group, the Global Retail Group, and the Global
Asset & Wealth Management Group, respectively. (13) Others include elimination of transactions between the Global Groups.
(2) Credit-related costs for trust accounts are excluded from gross profits.

Reconciliation
As explained above, the measurement base for the internal management reporting system and the income and expenses items
covered are different from the accompanying consolidated statements of income. Therefore, it is impracticable to present
reconciliations of all the business segments’ information, other than net business profits, to corresponding items in theaccompanying consolidated statements of income.
A reconciliation of total net business profits under the internal management reporting system for the fiscal years ended
March 31, 2007, 2008 and 2009 presented above to Income before income tax expense shown on the consolidated statements ofincome is as follows:
2007

2008
2009
(in billions of yen)

Net business profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

991.6

511.2

622.6

U.S. GAAP adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Provision) credit for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gains (losses) related to equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit-related costs for trust accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-recurring personnel expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on disposal of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Provision) credit for losses on off-balance sheet instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others—net (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(144.4)(182.1)(75.2)—(20.4)
64.6
37.8(27.8)
143.0

120.7
57.8
137.6
—
(0.7)
37.3
(5.1)
53.7
(11.7)(124.9)(567.4)(246.4)—(13.2)
23.4(83.6)
61.6
31.4

Income (loss) before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

787.1

900.8

(296.5)

Note: Amount for the fiscal year ended March 31, 2007 includes a subsidy of ¥177.4 billion related with the substitutional
portion of the employee pension funds which is included in Other noninterest income. Amount for the fiscal year ended
March 31, 2009 includes a gain of ¥75.2 billion on hedges related to credit risk mitigation transactions which is includedin Other noninterest income.

F-85

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
31. Foreign activities
The following table presents consolidated income statement and total assets information by major geographic
area. Foreign activities are defined as business transactions that involve customers residing outside of Japan.
However, as the MHFG Group’s operations are highly integrated globally, estimates and assumptions have been
made for an allocation among the geographic areas.

Japan

Americas

Europe(in millions of yen)

Asia/Oceania
excludingJapan, andothers

Total

Fiscal year ended March 31, 2007:
Total revenue (1) . . . . . . . . . . . . . . . . .
Total expenses (2) . . . . . . . . . . . . . . . .

2,249,478
1,854,864

843,056
641,545495,353
387,477

247,368
164,266

3,835,255
3,048,152

Income before income tax
expense . . . . . . . . . . . . . . . . . . . . .

394,614201,511

107,876

83,102

787,103

Net income . . . . . . . . . . . . . . . . . . . .

254,240

192,602104,817

72,223623,882

Total assets at end of fiscal year . . . .

111,842,599

17,390,251

13,003,340

5,145,089

147,381,279

Fiscal year ended March 31, 2008:
Total revenue (1) . . . . . . . . . . . . . . . . .
Total expenses (2) . . . . . . . . . . . . . . . .

3,015,142
1,913,005

833,277
712,896

92,459511,198

264,325
167,310

4,205,203
3,304,409

Income before income tax
expense . . . . . . . . . . . . . . . . . . . . .

1,102,137

120,381(418,739)

97,015

900,794

Net income (loss) . . . . . . . . . . . . . . .

466,130

100,107(422,645)

85,026228,618

Total assets at end of fiscal year . . . .

115,715,066

19,025,798

11,490,387

5,086,505

151,317,756

Fiscal year ended March 31, 2009:
Total revenue (1) . . . . . . . . . . . . . . . . .
Total expenses (2) . . . . . . . . . . . . . . . .

1,867,377
2,355,336

423,872
274,763

346,968
359,726

198,201
143,132

2,836,418
3,132,957

Income before income tax
expense . . . . . . . . . . . . . . . . . . . . .

(487,959)

149,109(12,758)

55,069(296,539)

Net income (loss) . . . . . . . . . . . . . . .

(1,207,596)

118,310(15,603)46,442(1,058,447)

Total assets at end of fiscal year . . . .

115,588,524

24,995,152

9,815,951

4,683,404

155,083,031

Notes:(1) Total revenue is comprised of Interest and dividend income and Noninterest income.
(2) Total expenses are comprised of Interest expense, Provision (credit) for loan losses and Noninterest
expenses.

F-86

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
32. Mizuho Financial Group, Inc., parent company
The following tables present the parent company only financial information of MHFG:
Condensed balance sheets
2008
2009
(in millions of yen)

Assets:Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in subsidiaries and affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93
10,3484,227,139
177,297

148
15,9091,669,316
104,805

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,414,877

1,790,178

Liabilities and shareholders’ equity:
Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,140,000
6,077
3,268,800

860,000
84,131
846,047

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,414,877

1,790,178

Condensed statements of income
2007

2008
(in millions of yen)

2009

Income:Dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management fees from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,220,998
29,102828

770,833
35,686
668

410,517
32,1842,130

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,250,928

807,187444,831

Expenses:
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,206
12,3093,971

19,364
14,796399

19,968
10,957
79,397

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35,48634,559110,322Equity in undistributed net loss of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . .

(591,633) (544,130) (1,393,076)

Income (loss) before income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

623,809(73)

228,498 (1,058,567)
(120)
(120)

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

623,882

228,618

F-87(1,058,447)

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed statements of cash flows
2007

2008

2009

(in millions of yen)

Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

623,882
614,770

228,618
634,967(1,058,447)
1,544,410

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . .

1,238,652

863,585

485,963

Cash flows from investing activities:
Proceeds from sales of securities of subsidiaries . . . . . . . . . . . . . . . . . .
Payments for purchases of securities of subsidiaries . . . . . . . . . . . . . . .
Net change in other investing activities . . . . . . . . . . . . . . . . . . . . . . . . .

33,000(5)(2,065)60,002(5)(6,180)79,000(15)(2,018)Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . .

30,93053,81776,967

Cash flows from financing activities:
Net change in short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in other financing activities . . . . . . . . . . . . . . . . . . . . . . . . .

(454,000) (443,000)(734,285) (371,566)(81,365) (102,942)
83
99(280,000)(150,359)(133,723)
1,207

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . .

(1,269,567) (917,409)(562,875)

Net increase (decrease) in cash and due from banks . . . . . . . . . . . . . . . . . . .
Cash and due from banks at beginning of fiscal year . . . . . . . . . . . . . . . . . .

15
85

(7)
100

55
93

Cash and due from banks at end of fiscal year . . . . . . . . . . . . . . . . . . . . . . . .

100

93

148

33. Subsequent events
Merger of Mizuho Securities Co., Ltd. and Shinko Securities Co., Ltd.
Shinko Securities Co., Ltd. (“Shinko”) is a broker and dealer in securities and an equity method affiliate of the
MHFG Group of which the Group owned 27.05 percent of the outstanding common shares as of March 31, 2009.
On May 7, 2009, MHFG exchanged 30.58 percent of the outstanding common shares of MHSC for 32.18 percentof the shares of Shinko and merged the two entities. The merger will strengthen the Group’s securities arm so it
is more competitive in a market with high uncertainty, improve its service providing capabilities and enable it tooffer cutting-edge financial services to clients on a global basis.
This merger transaction was accounted for as a bargain purchase because the opening market price of Shinko’s
common shares on the acquisition date was less than the fair value of net assets per common share. As a result, apretax gain of approximately ¥106 billion will be recorded in income during the fiscal year ending March 31,
2010.

F-88

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes the consideration paid for Shinko and the amounts of the assets acquired andliabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date of thenoncontrolling interest in Shinko.
At May 7, 2009
(in millions of yen)

Consideration
Equity instruments (3,451,755 common shares of MHSC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

58,600Fair value of total consideration transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of MHFG’s equity interest in Shinko held before the business combination . . .

58,60049,265
107,865

Recognized amounts of identifiable assets acquired
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest-bearing deposits in other banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables under securities borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans, net of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

118,725
32,344
831,839
1,008,004
98,937
14,24857,004
7,462
73,94976,734

Recognized amounts of identifiable liabilities assumed
Call money and funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables under securities lending transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

41,00027,111
745,131357,813
671,841490
25,633
5,777
75,79575,162

Total identifiable net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

293,493

Noncontrolling interest in Shinko . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on the bargain purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

79,318106,310
107,865

The fair value of the 3,451,755 common shares of MHSC as the consideration paid for Shinko (¥58,600 million)
and the noncontrolling interest in Shinko (¥79,318 million) were primarily determined on the basis of the
opening market price of Shinko’s common shares on the acquisition date.
The MHFG Group will recognize a gain of approximately ¥364 million as a result of remeasuring to fair value its
27.05 percent equity interest in Shinko held before the business combination. The gain will be included in Other
noninterest income in the Group’s consolidated statements of income for the fiscal year ending March 31, 2010.
F-89

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Redemption of preferred securities
On May 15, 2009, the board of directors of MHFG resolved to redeem in full non-cumulative perpetual preferred
securities issued by overseas special purpose companies whose voting rights are wholly owned by MHFG. This
entity is not consolidated in accordance with FIN No.46R since the Group is not the primary beneficiary. Thus,
the redemption of preferred securities did not reduce Minority interest in consolidated subsidiaries, but Longterm debt in the Group’s consolidated balance sheets. However, on June 30, 2009, when the preferred securities
were redeemed, it decreased Tier 1 capital. The following table describes the details of the redeemed preferred
securities.
IssuerAggregate
redemption amount(in millions of yen)

Reason for the redemption

Mizuho Preferred Capital (Cayman) Limited . . . . . . .

176,000

Arrival of optional redemption dateIssuance of preferred securities
On June 30, 2009, preferred securities were issued through an overseas special purpose company in the Cayman
Islands. The proceeds were ultimately provided to MHCB as payment for the subscription of MHCB’s common
stock, and it increased Tier 1 capital. The following table describes the details of the preferred securities:
Description of preferred securities

Issuer: . . . . . . . . . . . . . . . . . . . .

Mizuho Capital Investment (JPY) 5 Limited(It is an overseas special purpose company established in the Cayman Islands,
the voting rights of which are wholly owned by MHFG.)

Type of securities: . . . . . . . . . . .

Japanese yen denominated non-cumulative perpetual preferred securities
Series A(no right to convert into MHFG’s shares is granted)

Aggregate issue amount: . . . . . .

139.5 billion Japanese Yen

Dividend rate: . . . . . . . . . . . . . .

4.26% per annum (fixed rate until June 2014)
Floating rate after June 2014 (non step-up)

Issuance of new shares and secondary offering of shares
On July 1, 2009, the board of directors of MHFG resolved to issue new shares by way of offering, conduct asecondary offering of shares and issue new shares by way of third-party allotment. The increase in common stock
as a result of the issuance of new shares equals to the total amount of (a) ¥494,696 million, the aggregate amount
paid through “Issuance of new shares by way of offering (Public offering)”, and (b) ¥34,504 million, theaggregate amount paid through “Issuance of new shares by way of third-party allotment”, less stock issuance
expenses.

F-90

MIZUHO FINANCIAL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table describes the details of the issuance of new shares by way of offering (Public offering):
Description

Number of shares offered: . . . . . . . . . .

2,804,400,000 shares

Total amount paid: . . . . . . . . . . . . . . .

494,696,160,000 Japanese Yen

Payment date: . . . . . . . . . . . . . . . . . . .

July 23, 2009

The following table describes the details of the secondary offering of shares:
Description

Number of shares sold: . . . . . . . . . . . .

195,600,000 shares

Total amount of the selling price: . . . .

35,990,400,000 Japanese Yen

Delivery date: . . . . . . . . . . . . . . . . . . .

July 24, 2009

The following table describes the details of issuance of new shares by way of third-party allotment:
Description

Number of shares issued: . . . . . . . . . .

195,600,000 shares

Total amount paid: . . . . . . . . . . . . . . .

34,503,840,000 Japanese Yen

Payment date: . . . . . . . . . . . . . . . . . . .

August 5, 2009

F-91

Signature
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has
duly caused and authorized the undersigned to sign this annual report on its behalf.
MIZUHO FINANCIAL GROUP, INC.
By: /s/ Takashi Tsukamoto
Name: Takashi Tsukamoto
Title: President & CEO
August 19, 2009

EXHIBIT INDEXExhibit
NumberDescription of Exhibits

1.1

Articles of Incorporation of Mizuho Financial Group, Inc., dated June 25, 2009 (English Translation)

1.2

Bylaws Regarding the Board of Directors of Mizuho Financial Group, Inc., effective from January 8,
2003 and as amended on June 27, 2006 (English Translation)*

1.3

Regulations of Board of Corporate Auditors of Mizuho Financial Group, Inc., effective fromJanuary 9, 2003 and as amended on September 25, 2006 (English Translation)*

1.4

Share Handling Regulations of Mizuho Financial Group, Inc., dated January 5, 2009 (English
Translation)

2.1

Form of American Depositary Receipt

2.2

Form of Deposit Agreement among the registrant, The Bank of New York Mellon (formerly The
Bank of New York) as Depositary and all owners and holders from time to time of American
Depositary Receipts issued thereunder*

8

List of significant subsidiaries of Mizuho Financial Group, Inc.—see “Item 4.C. Information on the
Company—Organizational Structure.”

11

Code of Ethics of Mizuho Financial Group, Inc.**

12.1

CEO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).

12.2

CFO Certification required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).

13.1

Certification required by Rule 13a-14(b) (17 CFR 240.13a-14(b)) and Section 1350 of Chapter 63 of
Title 18 of the United States Code (18 U.S.C. 1350).

***

Incorporated by reference to our registration statement on Form 20-F (No. 001-33098) filed on
October 19, 2006.
Incorporated by reference to our annual report on Form 20-F (No. 001-33098) filed on August 10, 2007.

Exhibit 1.1

Articles of IncorporationofMizuho Financial Group, Inc.
June 25, 2009

[Translation]

ARTICLES OF INCORPORATIONOFMIZUHO FINANCIAL GROUP, INC.
CHAPTER I
GENERAL PROVISIONS
Article 1.

(Trade Name)

The company shall be called “Kabushiki Kaisha Mizuho Financial Group” and in English, “Mizuho
Financial Group, Inc.” (hereinafter referred to as the “Company”).
Article 2.

(Purpose)

The purpose of the Company shall be to engage in the following businesses as a bank holding company:(1) Operation and management of bank holding companies, banks, long-term credit banks, specialized
securities companies and other companies which may be owned by the Company as its subsidiaries underthe Banking Law; and(2) Any other business incidental to the foregoing.
Article 3.

(Head Office)

The Company shall have its head office in Chiyoda-ku, Tokyo.
Article 4.

(Organizations)

The Company shall establish the following organizations, in addition to the general meeting of shareholders
and Directors.
(1) Board of Directors;(2) Corporate Auditors;(3) Board of Corporate Auditors; and(4) Accounting Auditors.
Article 5.

(Method of Public Notices)

Public notices by the Company shall be given by electronic public notices; provided, however, that in thecase where an electronic public notice is impracticable due to an accident or any other unavoidable reason, thesame public notice of the Company may be given in the Nihon Keizai Shimbun.

CHAPTER IISHARES
Article 6.

(Total Number of Authorized Shares)

The total number of shares which the Company is authorized to issue shall be 28,485,271,000 shares, andeach total number of the classes of shares which the Company is authorized to issue shall be as set forth below;
1

provided, however, that in the case where a cancellation of shares is made, the number of shares which theCompany is authorized to issue shall be reduced by the number of shares so canceled:
Common stock:

24,115,759,000 sharesClass XI preferred stock:

1,369,512,000 sharesClass XII preferred stock:

1,500,000,000 sharesClass XIII preferred stock:

1,500,000,000 shares

Article 7.

(Acquisition of Own Shares)

The Company may, by a resolution of the Board of Directors, acquire its own stock through market
transactions or other methods pursuant to the provisions of Article 165, Paragraph 2 of the Company Law ofJapan (the “Law”).
Article 8.

(Number of Shares Constituting one (1) Unit of Shares)

The number of shares constituting one (1) unit of shares of the Company shall be one hundred (100) withrespect to the common stock and each class of preferred stock, respectively.
Article 9.

(Rights Pertaining to Shares Constituting Less Than One (1) Unit)

A shareholder of the Company may not exercise any rights, except for the rights set forth below (excluding
the rights which may not be exercised as the rights pertaining to shares constituting one (1) unit of shares), withrespect to shares constituting less than one (1) unit held by such shareholder:
1. The rights provided for in each item of Article 189, Paragraph 2 of the Law;
2. The right to make a request pursuant to Article 166, Paragraph 1 of the Law;
3. The right to receive an allotment of offered shares and offered stock acquisition rights in proportion to thenumber of shares held by such shareholder; and4. The right to make a request provided for in the following Article.
Article 10.

(Additional Purchase of Shares Constituting Less Than One (1) Unit)

A shareholder of the Company may request the Company to sell to such shareholder a number of shares
which will, when combined with the shares constituting less than one (1) unit already held by such shareholder,
constitute one (1) unit of shares pursuant to the Share Handling Regulations.
Article 11.

(Record Date)

1. The Company shall deem shareholders having voting rights appearing in writing or electronically in theregister of shareholders as of the end of March 31 of each year as the shareholders who are entitled to exercise
their rights at the ordinary general meeting of shareholders for the relevant business year.
2. In addition to the preceding paragraph, the Company may temporarily set the record date whenevernecessary, by a resolution of the Board of Directors and upon giving a prior public notice thereof.
Article 12.

(Shareholder Register Manager, etc.)

1. The Company shall appoint a shareholder register manager.
2. The shareholder register manager and its handling office shall be determined by a resolution of the Boardof Directors, and a public notice shall be given with respect thereto.
2

3. The preparation and keeping of, and other operations relating to the register of shareholders and theregister of stock acquisition rights of the Company shall be entrusted to the shareholder register manager andshall not be handled by the Company.
Article 13.

(Share Handling Regulations)

An entry, whether written or electronic, in the register of shareholder, a purchase and additional purchase ofshares constituting less than one (1) unit, and other operations relating to shares and handling fees therefor andthe method of request or notice by shareholders with respect to general meetings of shareholders shall begoverned by the Share Handling Regulations prescribed by the Board of Directors, in addition to laws andregulations and these Articles of Incorporation.
CHAPTER III
PREFERRED STOCK
Article 14.

(Preferred Stock Dividends)

1. In respect of dividends from its surplus provided for in Article 53, the Company shall distribute dividends
from its surplus by cash on preferred stock (hereinafter referred to as the “Preferred Stock Dividends”) in suchamount as provided for below to shareholders of preferred stock (hereinafter referred to as the “Shareholders ofPreferred Stock”) or registered stock pledgees in respect of preferred stock (hereinafter referred to as the“Registered Preferred Stock Pledgees”) in priority to holders of common stock (hereinafter referred to as the“Shareholders of Common Stock”), registered stock pledgees in respect of common stock (hereinafter referred toas the “Registered Common Stock Pledgees”); provided, however, that in the case where all or a part of thePreferred Stock Interim Dividends provided for in Article 15 have been paid in the relevant business year, theamount so paid shall be reduced accordingly:
Class XI preferred stock:

Amount decided by the resolution of the Board of Directors on
the issuance of such stock, which amount shall not exceed 50 yen
per share per year

Class XII preferred stock:

Amount decided by the resolution of the Board of Directors on
the issuance of such stock, which amount shall not exceed 50 yen
per share per year

Class XIII preferred stock:

Amount decided by the resolution of the Board of Directors on
the issuance of such stock, which amount shall not exceed 100
yen per share per year

2. In a given business year, if all or a part of the Preferred Stock Dividends have not been paid to the
Shareholders of Preferred Stock or Registered Preferred Stock Pledgees, the unpaid amount shall not be
accumulated for the subsequent business years.
3. The Company shall not distribute dividends from its surplus to any Shareholder of Preferred Stock orRegistered Preferred Stock Pledgee, any amount in excess of the amount of the relevant Preferred Stock
Dividends.
Article 15.

(Preferred Stock Interim Dividends)

In respect of interim dividends provided for in Article 54, the Company shall distribute dividends from its
surplus by cash in one half of the amount of the Preferred Stock Dividends provided for in the main clause of
Paragraph 1 of the preceding article (referred to as the “Preferred Stock Interim Dividends” in these Articles ofIncorporation) to the Shareholders of Preferred Stock or Registered Preferred Stock Pledgees in priority to the
Shareholders of Common Stock or Registered Common Stock Pledgees.
3Article 16.

(Distribution of Residual Assets)

1. In respect of distribution of residual assets, the Company shall pay to the Shareholders of Preferred Stockor Registered Preferred Stock Pledgees in priority to the Shareholders of Common Stock or Registered Common
Stock Pledgees in such amount as provided for below:
Classes XI through XIII preferred stock: 1,000 yen per share
2. No distribution of residual assets other than those provided for in the preceding paragraph shall be madeto any Shareholder of Preferred Stock or Registered Preferred Stock Pledgee.
Article 17.

(Voting Rights)

The Shareholders of Preferred Stock shall not have voting rights at a general meeting of shareholders;provided, however, that the Shareholders of Preferred Stock may have voting rights from the date of a general
meeting of shareholders, in the case where a proposal on the Preferred Stock Dividends is not submitted to suchgeneral meeting of shareholders, or immediately after the closing of a general meeting of shareholders, in thecase where a proposal on the Preferred Stock Dividends is rejected at such general meeting of shareholders, until,
in either case, such time as the resolution of a general meeting of shareholders is passed to grant the Preferred
Stock Dividends.
Article 18.

(Consolidation or Split of Preferred Stock, Free Allotment of Stock and Rights to Receive
Allotment of Offered Stock, etc.)

1. The Company shall not consolidate or split any preferred stock, and shall not make any free allotment of
any stock for the Shareholders of Preferred Stock.
2. The Company shall not grant the Shareholders of Preferred Stock any rights to receive allotment ofoffered stock, offered stock acquisition rights, bonds with stock acquisition rights, or offered stock acquisitionrights and bonds, either of which are capable of being transferred separately from the others and shall not makeany free allotment of any stock acquisition rights for the Shareholder of Preferred Stock.
Article 19.

(Acquisition of Preferred Stock)

1. In respect of Classes XII and XIII preferred stock, the Company may acquire each such class of preferredstock, in whole or in part, on the date separately determined by a resolution of a general meeting of shareholders,after such time and at such acquisition price as respectively determined by a resolution of the Board of Directors
relating to the issuance of the relevant preferred stock.
2. In the case of a partial acquisition pursuant to the preceding paragraph, such redemption shall be made by
way of lot or pro rata allocation.
Article 20.

(Request for Acquisition of Preferred Stock)

Any holder of Classes XI and XII preferred stock may request to the Company to acquire the relevant
preferred stock held by such Shareholder of Preferred Stock during the period in which such Shareholder ofPreferred Stock is entitled to request such acquisition as determined by a resolution of the Board of Directors
relating to the issuance of the relevant preferred stock (hereinafter referred to as the “Period for Acquisition
Request”). The Company shall deliver its own common stock to such Shareholder of Preferred Stock, in
exchange for the Company’s acquisition of the relevant preferred stock. The terms of acquisition, including thenumber of the common stock to be delivered per one (1) share of the relevant preferred stock upon such request
for acquisition, shall be determined by a resolution of the relevant Board of Directors.
4

Article 21.

(Mandatory Acquisition of Preferred Stock)

1. The Company may acquire any of Classes XI and XII preferred stock, in respect of which a request for
acquisition has not been made during the Period for Acquisition Request, on the day immediately following the last
day of such period (hereinafter referred to as the “Mandatory Acquisition Date”) and instead, the Company shalldeliver its own common stock to holders of the relevant preferred stock. In this case, the number of shares of thecommon stock to be delivered in exchange for the acquisition of one (1) share of the relevant preferred stock shallbe obtained by dividing the amount equivalent to the subscription money per one (1) share of the relevant preferredstock by the current market price of a share of the common stock of the Company (with respect to the Eleventh
Series of Class XI Preferred Stock, 1,000 yen; the same shall apply hereinafter); provided, however, that suchcurrent market price of a share of the common stock shall be the daily average price of closing prices (including theclosing bid or offered price) of the common stock of the Company (in regular trading) as reported by the Tokyo
Stock Exchange for the 30 consecutive trading days (excluding any trading day or days on which no closing prices
or closing bids or offered prices are reported) commencing on the 45th trading day prior to the Mandatory
Acquisition Date, and such calculation shall be made to units of 0.01 yen, and by rounding up to the nearest 0.1 yen
when equal to or more than 0.05 yen and disregarding amounts less than 0.05 yen.
2. In respect of Classes XI and XII preferred stock, the number of common stock referred to in the preceding
paragraph shall not exceed the number of shares obtained by dividing the amount equivalent to the subscription
money per one (1) share of each such class of preferred stock by the minimum acquisition price determined by
the resolution of the Board of Directors relating to the relevant issuance of the preferred stock.
3. In the calculation of the number of common stock provided for in the preceding two (2) paragraphs, any
number less than one (1) share shall be treated pursuant to the provisions provided for in Article 234 of the Law.
Article 22.

(Order of Priority)

All classes of preferred stock authorized to be issued by the Company shall rank pari passu with each otherin respect of the payment of the Preferred Stock Dividends and the Preferred Stock Interim Dividends, and the
distribution of residual assets.
CHAPTER IV
GENERAL MEETINGS OF SHAREHOLDERS
Article 23.

(Convocation of General Meetings of Shareholders)

An ordinary general meeting of shareholders of the Company shall be convened no later than 3 months fromthe last day of each business year and an extraordinary general meeting of shareholders shall be convened
whenever necessary.
Article 24.

(Place where General Meetings of Shareholders shall be Convened)

General meetings of shareholders shall be convened within the wards of Tokyo.
Article 25.

(Person Authorized to Convene General Meetings of Shareholders and the Chairman of the
Meeting)

1. The President shall convene and preside over the general meeting of shareholders.
2. In the case where the President is unable so to act, one of the other Director(s) in the order previously
determined by the Board of Directors shall take such person’s place.
Article 26.

(Disclosure of Reference Materials, etc. for General Meetings of Shareholders via Internet)

The Company may, at the time of convocation of a general meeting of shareholders, deem to have provided
shareholders with information with respect to matters which shall be stated or indicated in the reference materials
5

for a general meeting of shareholders, business reports, non-consolidated financial documents and consolidated
financial documents by disclosing those by way of using the Internet as provided for in the ordinances of the
Ministry of Justice.
Article 27.

(Method of Adopting Resolutions)

1. Unless otherwise provided for by laws or regulations or these Articles of Incorporation, resolutions of ageneral meeting of shareholders shall be adopted by an affirmative vote of a majority of the voting rights held by
the shareholders present at the meeting who are entitled to exercise their voting rights.
2. Resolutions of a meeting of shareholders governed by Article 309, Paragraph 2 of the Law shall be
adopted by an affirmative vote of not less than two-thirds (2/3) of the voting rights held by the shareholders
present at the relevant meeting who shall hold in aggregate not less than one-third (1/3) of the voting rights of theshareholders entitled to exercise their voting rights.
Article 28.

(Voting by Proxy)

1. Shareholders may exercise their voting rights at the relevant general meeting of shareholders by a proxy
who shall also be a shareholder of the Company holding voting rights at such meeting.
2. The shareholder or his/her proxy shall submit to the Company a document evidencing the authority ofsuch proxy to act as such at each general meeting of shareholders.
Article 29.

(Minutes of General Meetings)

The minutes of general meetings of shareholders shall be prepared in writing or by electromagnetic file asprovided for in laws and regulations.
Article 30.

(General Meetings of Holders of Classes of Stock)

1. Unless otherwise provided for by laws or regulations or these Articles of Incorporation, resolutions of ageneral meeting of holders of classes of stock shall be adopted by an affirmative vote of a majority of the voting
rights held by the holders present at the meeting who are entitled to exercise their voting rights.
2. Resolutions provided for in Article 324, Paragraph 2 of the Law shall be adopted by an affirmative voteof not less than two-thirds (2/3) of the voting rights held by the holders present at the relevant meeting who shallhold in aggregate not less than one-third (1/3) of the voting rights of the holders entitled to exercise their voting
rights.The provisions of Articles 24 through 26 and 28 and the preceding article shall apply mutatis mutandis to
the general meetings of holders of classes of stock.
CHAPTER V
DIRECTORS AND BOARD OF DIRECTORS
Article 31.

(Number)

The Company shall have not more than fifteen (15) Directors.
Article 32.

(Method of Appointment)

1. The Director(s) shall be appointed at a general meeting of shareholders.
2. A resolution for the appointment of Director(s) shall be adopted by an affirmative vote of a majority ofthe voting rights held by the shareholders present at the relevant meeting who shall hold in aggregate not lessthan one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights.
3. Cumulative voting shall not be used for the appointment of Director(s).
6Article 33.

(Method of Dismissal)

A resolution for the dismissal of Director(s) shall be adopted by an affirmative vote of a majority of thevoting rights held by the shareholders present at the relevant general meeting of shareholders who shall hold in
aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting
rights.
Article 34.

(Term of Office)The term of office of Director(s) shall expire at the closing of the ordinary general meeting of shareholders
concerning the last business year ending within two (2) years after their appointment.
Article 35.

(Representative Director(s) and Director(s) with Titles)

1. The Representative Director(s) shall be designated by a resolution of the Board of Directors.
2. The President shall be appointed by a resolution of the Board of Directors.
3. The Board of Directors may, by its resolutions, appoint Chairman, Deputy Chairman, Deputy
President(s), Senior Managing Director(s) and Managing Director(s).
Article 36.

(Duties of the President)

The President shall oversee the operations of the Company.
Article 37.

(Person Authorized to Convene Meetings of the Board of Directors and Chairman of the Meeting)

1. Unless otherwise provided for by laws or regulations, the President shall convene and preside over the
meeting of the Board of Directors.
2. In the case where the President is unable so to act, one of the other Director(s) in the order previously
determined by the Board of Directors shall take such person’s place.
Article 38.

(Notice to Convene Meetings of the Board of Directors)

1. Notice to convene a meeting of the Board of Directors shall be given to each Director and Corporate
Auditor not less than three (3) days prior to the date set for such meeting; provided, however, that in case of
emergency, such period may be shortened.
2. A meeting of the Board of Directors may be held without taking the procedures of convocation with theconsent of all the Directors and Corporate Auditors.
Article 39.

(Method of Adopting Resolutions of the Board of Directors)

Resolutions of a meeting of the Board of Directors shall be adopted by an affirmative vote of a majority of
the Directors present at the relevant meeting who shall constitute a majority in number of all the Directors
entitled to take part in the vote.
Article 40.

(Minutes of Meetings of the Board of Directors)

The minutes of the meetings of the Board of Directors shall be prepared in writing or by electromagnetic file
as provided for in laws and regulations, the Director(s) and Corporate Auditors present thereat shall affix theirnames and seals thereon, or electronic signatures thereto.
Article 41.

(Regulations of the Board of Directors)

Matters concerning the Board of Directors shall be governed by the Regulations of the Board of Directors
prescribed by the Board of Directors, in addition to laws and regulations and these Articles of Incorporation.
7

Article 42.

(Liability Limitation Agreements with Outside Director(s))

Pursuant to the provisions provided for in Article 427, Paragraph 1 of the Law, the Company may enter into
liability limitation agreements with any Outside Director which limit the liability provided for in Article 423,
Paragraph 1 of the Law to the higher of either (i) the pre-determined amount not less than twenty million(20,000,000) yen or (ii) the amount prescribed in laws and regulations, provided that such Outside Director isbona fide and without gross negligence in performing his/her duty.
CHAPTER VICORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS
Article 43.

(Number)

The Company shall have not more than six (6) Corporate Auditors.
Article 44.

(Method of Appointment)

1. The Corporate Auditors shall be appointed at a general meeting of shareholders.
2. A resolution for appointment of Corporate Auditors shall be adopted by an affirmative vote of a majorityof the voting rights held by the shareholders present at the relevant meeting who shall hold in aggregate not lessthan one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights.
Article 45.

(Term of Office)The term of office of Corporate Auditors shall expire at the closing of the ordinary general meeting ofshareholders concerning the last business year ending within four (4) years after their appointments.
Article 46.

(Full-Time Corporate Auditor(s))

The Board of Corporate Auditors shall, by its resolution, designate full-time Corporate Auditor(s).
Article 47.

(Notice to Convene Meetings of the Board of Corporate Auditors)

1. Notice to convene a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor
not less than three (3) days prior to the date set for such meeting; provided, however, that in case of emergency,such period may be shortened.
2. A meeting of the Board of Corporate Auditors may be held without taking the procedures of convocation
with the consent of all the Corporate Auditors.
Article 48.

(Method of Adopting Resolutions of the Board of Corporate Auditors)

Resolutions of a meeting of the Board of Corporate Auditors shall be adopted by an affirmative vote of amajority of the Corporate Auditors, unless otherwise provided for by laws or regulations.
Article 49.

(Minutes of Meetings of the Board of Corporate Auditors)

The minutes of the meetings of the Board of Corporate Auditors shall be prepared in writing or byelectromagnetic file as provided for in laws and regulations, and the Directors and Corporate Auditors present
thereat shall affix their names and seals thereon or electronic signatures thereto.
Article 50.

(Regulations of the Board of Corporate Auditors)

Matters concerning the Board of Corporate Auditors shall be governed by the Regulations of the Board of
Corporate Auditors prescribed by the Board of Corporate Auditors, in addition to laws and regulations and these
Articles of Incorporation.
8

Article 51.

(Liability Limitation Agreements with Outside Corporate Auditor(s))

Pursuant to the provisions provided for in Article 427, Paragraph 1 of the Law, the Company may enter into
liability limitation agreements with any Outside Corporate Auditor which limit the liability provided for in
Article 423, Paragraph 1 of the Law to the higher of either (i) the pre-determined amount not less than twenty
million (20,000,000) yen or (ii) the amount prescribed in laws and regulations, provided that such Outside
Corporate Auditor is bona fide and without gross negligence in performing his/her duty.

CHAPTER VII
ACCOUNTING
Article 52.

(Business Year)The business year of the Company shall be the one-year period from April 1 of each year through March 31of the following year.
Article 53.

(Dividends from Surplus Approved by Resolution of Ordinary General Meeting of Shareholders)

Dividends from the surplus approved by a resolution of an ordinary general meeting of shareholders shall be
distributed to the shareholders or registered stock pledgees appearing in writing or electronically in the register ofshareholders as of the end of March 31 of each year.
Article 54.

(Interim Dividends)

The Company may, by a resolution of the Board of Directors, distribute interim dividends provided for in
Article 454, Paragraph 5 of the Law to the shareholders or registered stock pledgees appearing in writing orelectronically in the register of shareholders as of the end of September 30 of each year.
Article 55.

(Prescription for Payment of Dividends)

In the case where the dividends from its surplus are distributed by cash, the Company shall be released fromthe obligation to pay such dividends from the surplus which have not been received after the lapse of five(5) years from the date of commencement of payment thereof.
Supplementary Provisions
Article 1.

(Register of Lost Share Certificates)

1. The preparation and keeping of, and other operations relating to the register of lost share certificates of
the Company shall be entrusted to the shareholder register manager and shall not be handled by the Company.
2. An entry, whether written or electronic, in the register of lost share certificates of the Company shall begoverned by the Share Handling Regulations prescribed by the Board of Directors, in addition to laws andregulations and these Articles of Incorporation.
Article 2.

(Miscellaneous)

These Supplementary Provisions shall be deleted as of January 6, 2010.

9

Exhibit 1.4[Translation]
This is a translation of a document written in Japanese, and has been prepared for reference purpose only.

Share Handling Regulations(as of January 5, 2009)

Mizuho Financial Group, Inc.

SHARE HANDLING REGULATIONSOFMIZUHO FINANCIAL GROUP, INC.
SECTION 1
GENERAL PROVISIONS
Article 1.

(Purposes)

Operations relating to shares of the Company and handling fees therefor shall be governed by theseRegulations pursuant to the provisions of the Articles of Incorporation, as well as the rules of Japan Securities
Depository Center, Incorporated (hereinafter referred to as “JASDEC”) and the account management agencies,
such as the securities companies, etc. (hereinafter referred to as the “Securities Companies, Etc.”), with which ashareholder has opened a transfer account.
Article 2.

(Shareholder Register Manager)

The shareholder register manager of the Company and its handling office shall be as follows:
Shareholder Register Manager:
Mizuho Trust & Banking Co., Ltd.
2-1, Yaesu 1-chome, Chuo-ku, Tokyo
Handling Office:Stock Transfer Agency Department of the Head Office of Mizuho Trust &Banking Co., Ltd.
2-1, Yaesu 1-chome, Chuo-ku, Tokyo

SECTION 2
COMMON STOCKCHAPTER I
GENERAL PROVISIONS
Article 3.

(Applicability of this SECTION)

The provisions of SECTION 1, this SECTION and SECTION 4 shall apply to common stock of theCompany listed on a stock exchange.

CHAPTER IIRECORDS IN THE REGISTER OF SHAREHOLDERS, ETC.
Article 4.

(Records in the Register of Shareholders)

1. The matters described in the register of shareholders shall be changed upon the provision of a notice fromJASDEC, such as a notice to all shareholders (excluding the notice (hereinafter referred to as the “Individual
Shareholder Notice”) provided for in Article 154, Paragraph 3 of the Law Concerning Book-entry Transfer ofCorporate Bonds and Shares, Etc. (hereinafter referred to as the “Transfer Law”)).
12. In addition to the provisions of the preceding paragraph, in the case of the issuance of new shares or in
any other case provided for in the laws and regulations, the matters described in the register of shareholders shallbe changed without notice from JASDEC.
3. Records in the register of shareholders shall be made using the characters/symbols designated by
JASDEC.

Article 5.

(Reports Concerning Matters Described in the Register of Shareholders)

1. Shareholders shall report their names, or trade names, and addresses to the Company through the
Securities Companies, Etc. and JASDEC pursuant to the rules of JASDEC. The same procedures shall be taken in
the case of any change in the shareholders’ names, or trade names, and addresses.
2. Notwithstanding the provisions in the preceding paragraph, the matters that are not subject to thereporting obligation to the Company through the Securities Companies, Etc. and JASDEC shall be reported to theshareholder register manager in the designated form.

Article 6.

(Representative of a Corporate Shareholder)

A shareholder that is a corporation shall report one (1) of the representatives to the Company through the
Securities Companies, Etc. and JASDEC pursuant to the rules of JASDEC. The same procedures shall be taken in
the case of any change in such representative.

Article 7.

(Representative of Shareholders Who Jointly Own Shares)

Shareholders who jointly own shares shall appoint one (1) representative and report his/her name, or tradename, and address to the Company through the Securities Companies, Etc. and JASDEC pursuant to the rules of
JASDEC. The same procedures shall be taken in the case of any change in such representative.

Article 8.

(Legal Representative)

A legal representative of a shareholder, such as an agent of a person having parental authority or guardian,
shall report his/her name, or trade name, and address to the Company through the Securities Companies, Etc. and
JASDEC pursuant to the rules of JASDEC. The same procedures shall be taken in the case of any change or
removal of such legal representative.

Article 9.

(Reports of an Address to Which Notices Shall Be Sent to Shareholders, etc., Residing Overseas)

Shareholders and registered stock pledgees or their legal representatives who reside outside Japan shall,either appoint a standing proxy in Japan or designate an address in Japan to which notices shall be sent, andreport to the Company, through the Securities Companies, Etc. and JASDEC, pursuant to the rules of JASDEC,
the name, or trade name, and address of such standing proxy or an address to which notices shall be sent. The
same procedures shall be taken in the case of any change or removal of such standing proxy.

Article 10.

(Method of Identification through JASDEC)

Reports that are submitted to the Company from a shareholder through the Securities Companies, Etc. and
JASDEC shall be deemed to have been submitted by such shareholder himself/herself.
2

CHAPTER III
IDENTIFICATION OF SHAREHOLDER
Article 11.

(Identification of Shareholder)

1. In case a shareholder (including a shareholder who provided the Individual Shareholder Notice) makes
requests or exercises any other shareholder rights (hereinafter referred to as the “Requests, Etc.”), suchshareholder shall attach to the Requests, Etc., or provide a document certifying that such Requests, Etc. weremade by such shareholder himself/herself (hereinafter referred to as the “Evidence”), except where the Company
is able to confirm that such Requests, Etc. were made by such shareholder himself/herself.
2. In case the Requests, Etc. are submitted to the Company by a shareholder through the Securities
Companies, Etc. or JASDEC, such Requests, Etc. shall be deemed to have been made by such shareholder
himself/herself, and no Evidence is required.
3. In case the Requests, Etc. are made by a proxy, a power of attorney, on which a shareholder signed oraffixed his/her name and seal, shall be attached to the Requests, Etc., in addition to the procedures provided forin preceding two paragraphs. The names, or trade names and addresses of the proxy shall be stated in the powerof attorney.
4. The provisions of the first paragraph and the second paragraph shall apply mutatis mutandis to the proxy.

CHAPTER IV
PROCEDURES FOR EXERCISE OF SHAREHOLDER RIGHTS
Article 12.

(Minority Shareholder Rights)

In case a shareholder directly exercises against the Company the minority shareholder rights, etc., provided
for in Article 147, Paragraph 4 of the Transfer Law, the shareholder shall exercise such rights upon providing a
document affixed with his/her signature, or name and seal thereon, together with the receipt of the Individual
Shareholder Notice.
Article 13.

(Description of Matters that are Proposed by Shareholders in Reference Materials for General
Meeting of Shareholders)

If a shareholder proposes matters to be discussed at a general meeting of shareholders and if the Company
sets forth a description with regard to reasons for the proposal or matters concerning the appointment of
Director(s) or Corporate Auditor(s), etc., in the reference materials for a general meeting of shareholders, andsuch description exceeds 400 characters, such description may be set forth in the form of an outline pursuant to
Article 93, Paragraph 1 of the Enforcement Regulations of the Company Law.
Article 14.

(Method of Request for Purchase of Shares Constituting Less Than One (1) Unit)

In the case of a request to purchase shares constituting less than one (1) unit, such request shall be madethrough the Securities Companies, Etc. and JASDEC pursuant to the rules of JASDEC.
Article 15.

(Method of Determination of Purchase Price)

1. The purchase price per share of shares constituting less than one (1) unit requested for purchase pursuant
to the preceding Article shall be the last reported price on the market established by the Tokyo Stock Exchangeon the day on which the request for purchase provided for in the preceding Article is received at the handlingoffice of the shareholder register manager; provided, however, that if the shares are not traded on the market
3established by the Tokyo Stock Exchange on such day, or if such day falls on a holiday of the said Stock
Exchange, the purchase price per share of shares constituting less than one (1) unit shall be the price at which theshares were first sold on the market established by the Tokyo Stock Exchange thereafter.
2. The purchase price of shares constituting less than one (1) unit shall be the amount obtained bymultiplying the purchase price per share of shares constituting less than one (1) unit provided for in the preceding
paragraph by the number of such shares constituting less than one (1) unit requested for purchase.
Article 16.

(Payment of Purchase Price)

1. Unless otherwise provided by the Company, the Company shall pay to the person who has requested forpurchase the purchase price determined pursuant to the preceding Article after deducting therefrom the handlingfees provided for in Article 52, on the fourth (4th) business day commencing on the day following the day on
which the purchase price per share of shares constituting less than one (1) unit is determined, pursuant to therules of JASDEC; provided, however, that if the purchase price reflects the rights to receive dividends fromsurplus (including interim dividends, the same shall apply hereinafter) or stock split, etc., such payment shall bemade not later than the relevant record date.
2. The person who has requested for purchase may request that the payment be made by way of transfer to abank account designated by him/her or by cash payment at Japan Post Bank (Yucho Ginko Genkinbarai).
Article 17.

(Transfer of Purchased Shares)

The shares constituting less than one (1) unit requested for purchase shall be transferred to the transfer
account of the Company on the day on which the payment or the payment procedures provided for in thepreceding Article have been completed.
Article 18.

(Method of Request for Additional Purchase of Shares Constituting Less Than One (1) Unit)

In case a holder of the shares constituting less than one (1) unit requests the Company to sell to the holder ofthe shares constituting less than one (1) unit such a number of shares that would, together with the number ofshares constituting less than one (1) unit owned by such holder, constitute one (1) unit of shares (hereinafterreferred to as the “Request for Additional Purchase”), such request shall be made through the Securities
Companies, Etc. and JASDEC pursuant to the rules of JASDEC.
Article 19.

(Request for Additional Purchase of Number of Shares Exceeding the Remaining Number of
Shares of Treasury Stock, etc.)

If an aggregate number of shares for which the Requests for Additional Purchase were made on the same
day exceeds the number of shares reserved by the Company as treasury stock for sale and the order in which such
Requests for Additional Purchase were received is unknown, none of such Requests for Additional Purchasemade on such day shall become effective.
Article 20.

(Effective Date of Request for Additional Purchase)

The Request for Additional Purchase shall become effective as of the date on which the written Request for
Additional Purchase is received at the handling office of the shareholder register manager.
Article 21.

(Determination of Additional Purchase Price)

1. The additional purchase price per share of shares constituting less than one (1) unit, for which the Request
for Additional Purchase has been made, shall be the last reported price on the market established by the Tokyo
4

Stock Exchange as of the effective date of the Request for Additional Purchase; provided, however, that if theshares are not traded on the market established by the Tokyo Stock Exchange on such day, or if such day falls ona holiday of the said Stock Exchange, the additional purchase price per share of shares constituting less than one(1) unit shall be the price at which the shares were first sold on the market established by the Tokyo Stock
Exchange thereafter.
2. The additional purchase price of shares constituting less than one (1) unit shall be the amount obtained bymultiplying the additional purchase price per share of shares constituting less than one (1) unit provided for in thepreceding paragraph by the number of such shares constituting less than one (1) unit, for which the Request for
Additional Purchase has been made.
Article 22.

(Transfer of Additionally Purchased Shares)

With respect to the shares of treasury stock in the number equivalent to the number of shares for which theRequest for Additional Purchase has been made, pursuant to the rules of JASDEC, the shareholder who made a
Request for Additional Purchase shall apply for a transfer of such shares of treasury stock to the transfer accountof the shareholder who made the Request for Additional Purchase on the day on which it is confirmed that theaggregate amount of the additional purchase price and the handling fees provided for in Article 52, asconsideration for additional purchases, have been remitted to the bank account designated by the Company.
Article 23.

(Suspension Period of Request for Additional Purchase)

1. In each year the Company shall suspend acceptance of the Request for Additional Purchase during theperiod of ten (10) business days before all of the following dates:(1) March 31;(2) September 30; and(3) Any other date determined by JASDEC, such as the determination date of shareholders.
2. Notwithstanding the preceding paragraph, the Company may, whenever it deems necessary, establish anyother period during which the Company shall suspend acceptance of the Request for Additional Purchase.
CHAPTER V
EXCEPTIONS FOR SPECIAL ACCOUNTS
Article 24.

(Exceptions for Special Accounts)

Identification of the shareholder for whom a special account is opened and any other handling mattersconcerning such special account shall be governed by the rules of the account management agencies for suchspecial account as well as the rules of JASDEC.
SECTION 3
PREFERRED STOCKCHAPTER I
GENERAL PROVISIONS
Article 25.

(Applicability of this SECTION)

The provisions of SECTION 1, this SECTION and SECTION 4 shall apply to preferred stock of theCompany that is not listed on a stock exchange.
5Article 26.

(Liaison Offices of Shareholder Register Manager)

The liaison offices of the shareholder register manager for preferred stock shall be as follows:
Liaison Offices:
All branches in Japan of Mizuho Trust & Banking Co., Ltd.
Head office and all branches in Japan of Mizuho Investors Securities Co., Ltd.
Article 27.

(Method of Requests and Reports, etc., for Preferred Stock)

1. All procedures for requests and reports with respect to the business delegated to the shareholder registermanager by the Company shall be made to the shareholder register manager.
2. All procedures for requests and reports provided for in this Article shall be made in the form prescribedby the Company with the seal impression affixed which has been reported in accordance with the provisions ofArticle 33.
3. If any requests and reports provided for in the preceding paragraph shall be made by a proxy, a document
certifying the authorization of such proxy shall be submitted.
4. If any requests and reports provided for in the second paragraph shall be required to be made with theconsent of a curator (hosanin) or an assistant (hojonin), a document certifying such consent shall be submitted.
Article 28.

(Mutatis Mutandis Application of Procedures for Exercise of Shareholder Rights)

The provisions of Article 12 (excluding “together with the receipt of the Individual Shareholder Notice”)
and Article 13 shall apply mutatis mutandis to preferred stock.

CHAPTER IIRECORDS IN THE REGISTER OF SHAREHOLDERS, ETC.
Article 29.

(Registration of Transfer of Preferred Stock)

1. In the case of a request for the written or electronic records on the register of shareholders (hereinafterreferred to as the “Registration of Transfer of Preferred Stock”), a designated written request therefor bearing thesignatures of both the current shareholder of preferred stock and the acquirer of shares of the preferred stock shallbe submitted.
2. In the case of a request for the Registration of Transfer of Preferred Stock acquired as the result of
inheritance, testament or merger of companies, etc. other than assignment, a document certifying such acquisition
shall be submitted, in addition to the procedures provided for in the preceding paragraph.
Article 30.

(Registration of Transfer of Preferred Stock Where Special Procedure is Required by Laws orRegulations)

In case where the special procedure is required by laws or regulations for the Registration of Transfer ofPreferred Stock, a designated written request therefor shall be submitted, together with a document certifying thecompletion of such procedures.
6CHAPTER III
REGISTRATION OF PLEDGES AND INDICATION OF TRUST ASSETS
Article 31.

(Registration of Pledges and Cancellation Thereof)

In case registration of a pledge or change or cancellation thereof is requested in respect of preferred stock, adesignated written request therefor bearing signatures of both the pledgor and the pledgee in respect of preferredstock shall be submitted.
Article 32.

(Indication of Trust Assets and Cancellation Thereof)

In case indication of trust assets or cancellation thereof is requested in respect of preferred stock, adesignated written request therefor shall be submitted either by the trustor or the trustee.

CHAPTER IVNOTIFICATIONSArticle 33.

(Reports of Addresses, Names, and Seal Impressions of Shareholders, etc.)

1. The shareholders of preferred stock and the registered preferred stock pledgees or their legal
representatives shall report their addresses, names and seal impressions by submitting shareholders’ cards, etc.;
provided, however, that a foreigner who has the custom of affixing his/her signature may substitute his/her
specimen signature for such seal impression.
2. The same procedures shall be taken in the case of any change in the matters referred to in the preceding
paragraph.
Article 34.

(Reports of an Address to Which Notices Shall Be Sent to Shareholders, etc. Residing Overseas)

1. The shareholders of preferred stock and the registered preferred stock pledgees or their legal
representatives who reside outside Japan shall, either appoint a standing proxy in Japan or designate an address towhich notices shall be sent, and report thereof, in addition to the procedures provided for in the preceding
Article.
2. The provisions of the preceding Article shall apply mutatis mutandis to the standing proxy.
Article 35.

(Representative of a Corporation)

1. In case where a shareholder of preferred stock or a registered preferred stock pledgee is a corporation, thename of one (1) of the representatives of such corporation shall be notified.
2. In the case of any change in the representative provided for in the preceding paragraph, a designatedwritten report therefor shall be submitted, together with such certificate of matters to be registered, etc.
Article 36.

(Representative of Shareholders Who Jointly Own Shares)

1. The shareholders of preferred stock who jointly own preferred stock shall appoint one (1) representativeand report thereof.
2. The same procedures shall be taken in the case of any change in the representative provided for in thepreceding paragraph.
7

Article 37.

(Representative of Unincorporated Organization)

1. In case where a shareholder of preferred stock or a registered preferred stock pledgee is an unincorporatedorganization, the name of one (1) of the representatives of such organization shall be notified.
2. The same procedures shall be taken in the case of any change in the representative provided for in thepreceding paragraph.
Article 38.

(Change in the Register of Shareholders)

In case where a shareholder of preferred stock makes any changes in entry in the register of shareholders forany of the following reasons, a designated report therefor shall be submitted, together with a certified copy ofextract of the family register or a certificate of matters to be registered, etc. as the case may be.
(1) Change of family name or given name;(2) Appointment, change or removal of a legal representative such as an agent of a person having
parental authority, guardian, etc.;(3) Change of trade name or name of a juridical person; or(4) Change of corporate organization.
Article 39.

(Mutatis Mutandis Application)

The provisions in this Chapter shall apply mutatis mutandis to the trustor and the trustee of trust assets.
CHAPTER V
PURCHASE OF SHARES OF PREFERRED STOCK CONSTITUTING LESS THAN ONE (1) UNIT
Article 40.

(Method of Request for Purchase of Shares of Preferred Stock Constituting Less Than One(1) Unit)

In the case of a request to purchase shares of preferred stock constituting less than one (1) unit, a designatedwritten request (hereinafter referred to as the “Written Request for Purchase”) therefor shall be submitted at thehandling office of the shareholder register manager provided for in Article 2 or any of the liaison offices of theshareholder register manager provided for in Article 26.
Article 41.

(Method of Determination of Purchase Price)

The purchase price of preferred stock constituting less than one (1) unit requested for purchase shall be
determined in accordance with the method provided for in the laws and regulations.
The purchase price of the Eleventh Series of Class XI Preferred Stock constituting less than one (1) unit
shall be determined, based on the following method, in accordance with the method provided for in the laws andregulations, such as through discussions with a shareholder holding shares constituting less than one (1) unit who
has requested for purchase.
The purchase price of the Eleventh Series of Class XI Preferred Stock constituting less than one (1) unit
requested for purchase = A x B
A above shall be the amount obtained by (i) multiplying the number of the shares constituting less than one(1) unit requested for purchase by 1,000 and (ii) dividing such figure by the acquisition price of the Eleventh
Series of Class XI Preferred Stock on the date on which the Written Request for Purchase is received at thehandling office of the shareholder register manager (hereinafter referred to as the “Date of Request” in this
Article) (when dividing, the figure shall be calculated to one (1) digit and then rounded up to the nearest ten(10)).
8

B above shall be the last reported price of a share of common stock of the Company on the market
established by the Tokyo Stock Exchange as of the Date of Request; provided, however, that if the shares are nottraded on the market established by the Tokyo Stock Exchange on such day, or if such day falls on a holiday ofthe said Stock Exchange, B above shall be the price at which the shares were first sold on the market establishedby the Tokyo Stock Exchange thereafter.
Article 42.

(Payment of Purchase Price)

1. Unless otherwise provided by the Company, the Company shall pay to the person who has requested forpurchase, the purchase price determined pursuant to the preceding Article after deducting therefrom the handlingfees provided for in Article 52, on the fourth (4th) business day commencing on the day following the day (incase where the purchase price pursuant to the preceding Article has not yet been decided up to such day, the day
shall be the decision date of the purchase price pursuant to the same Article) on which the Written Request for
Purchase provided for in Article 40 is received at the handling office of the shareholder register manager;
provided, however, that if the purchase price reflects the rights to receive dividends from surplus or stock split,
etc., such payment shall be made not later than the relevant record date.
2. The person who has requested for purchase may request that the payment be made by way of transfer to abank account designated by him/her or by cash payment by Japan Post Bank (Yucho Ginko Genkinbarai) to theaddress of such person. If this is the case, the payment of the purchase price shall be deemed to be completed,concurrently with arrangement for payment by transfer or by voucher for disbursement through Japan Post Bank
(Hurikaeharaidashi-shousho).
Article 43.

(Transfer of Title to Purchased Shares of Preferred Stock Constituting Less Than One (1) Unit)

The title to the shares of preferred stock constituting less than one (1) unit, for which a Request for Purchasehas been made, shall be transferred to the Company on the day on which the payment procedures provided for in
the preceding Article have been completed.
CHAPTER VI
ADDITIONAL PURCHASE OF SHARES OF PREFERRED STOCKCONSTITUTING LESS THAN ONE (1) UNIT
Article 44.

(Method of Request for Additional Purchase of Shares of Preferred Stock Constituting Less Than
One (1) Unit)

In case where a holder of shares of preferred stock constituting less than one (1) unit requests that theCompany sell to the holder of the shares of preferred stock constituting less than one (1) unit such number ofshares of preferred stock that would, together with the number of shares of preferred stock constituting less thanone (1) unit owned by such holder, constitute one (1) share of preferred stock (hereinafter referred to as the“Request for Additional Purchase”), a designated written request (hereinafter referred to as the “Written Request
for Additional Purchase”) therefor shall be submitted at the handling office of the shareholder register manager
provided for in Article 2 or any of the liaison offices of the shareholder register manager provided for in
Article 26.
Article 45.

(Request for Additional Purchase of Number of Shares of Preferred Stock Constituting Less Than
One (1) Unit Exceeding the Remaining Number of Shares of Preferred Stock Reserved as Treasury
Preferred Stock, etc.)

If an aggregate number of shares of preferred stock constituting less than one (1) unit for which theRequests for Additional Purchase were made on the same day exceeds the number of shares of preferred stock
reserved by the Company as treasury stock for sale, none of such Requests for Additional Purchase made on suchday shall become effective.
9

Article 46.

(Effective Date of Request for Additional Purchase)

The Request for Additional Purchase shall become effective as of the date on which the Written Request for
Additional Purchase provided for in Article 44 is received at the handling office of the shareholder registermanager.
Article 47.

(Suspension Period of Request for Additional Purchase)

1. In each year the Company shall suspend acceptance of the Requests for Additional Purchase during theperiod of ten (10) business days before all of the following dates:(1) March 31;(2) September 30; and(3) Any other date determined by JASDEC, such as the determination date of shareholders.
2. Notwithstanding the preceding paragraph, the Company may, whenever it deems necessary, establish anyother periods during which the Company shall suspend acceptance of the Requests for Additional Purchase.
Article 48.

(Method of Determination of Additional Purchase Price)

The additional purchase price of preferred stock constituting less than one (1) unit, for which a Request for
Additional Purchase has been made, shall be determined in accordance with the method provided for in the laws
and regulations.
The additional purchase price of the Eleventh Series of Class XI Preferred Stock constituting less than one(1) unit shall be determined, based on the following method, in accordance with the method provided for in thelaws and regulations, such as through discussions with a shareholder holding shares constituting less than one (1)unit who has made a Request for Additional Purchase.
The purchase price of the Eleventh Series of Class XI Preferred Stock constituting less than one (1) unit for
which a Request for Additional Purchase has been made = A x B
A above shall be the amount obtained by (i) multiplying the number of the shares constituting less than one(1) unit, for which a Request for Additional Purchase has been made, by 1,000 and (ii) dividing such figure by
the acquisition price of the Eleventh Series of Class XI Preferred Stock on the date on which the Written Request
for Additional Purchase is received at the handling office of the shareholder register manager (hereinafterreferred to as the “Date of Request” in this Article) (when dividing, the figure shall be calculated to one (1) digit
and then rounded up to the nearest ten (10)).
B above shall be the last reported price of a share of common stock of the Company on the market
established by the Tokyo Stock Exchange as of the Date of Request; provided, however, that if the shares are nottraded on the market established by the Tokyo Stock Exchange on such day, or if such day falls on a holiday ofthe said Stock Exchange, B above shall be the price at which the shares were first sold on the market establishedby the Tokyo Stock Exchange thereafter.
Article 49.

(Transfer of Title to Shares of Preferred Stock Constituting Less Than One (1) Unit Purchased
Additionally)

The title to the shares of preferred stock constituting less than one (1) unit, for which a Request for
Additional Purchase has been made, shall be transferred to the holder of shares of preferred stock constituting
less than one (1) unit who made such Request for Additional Purchase on the day on which the Company duly
receives the aggregate amount of the additional purchase price provided for in the preceding Article and thehandling fees provided for in Article 52, as consideration for the additional purchase.
10CHAPTER VII
REQUEST FOR ACQUISITION OF PREFERRED STOCK
Article 50.

(Method of Request for Acquisition)

1. In case an acquisition of preferred stock is requested, a designated written request therefor shall be
submitted at the handling office of the shareholder register manager provided for in Article 2 or any of the liaison
offices of the shareholder register manager provided for in Article 26.
2. The request for acquisition may not be withdrawn after submission of such request.
Article 51.

(Effectiveness of Acquisition)

The acquisition shall be effective concurrently with arrival of the request provided for in the preceding
Article at the handling office of the shareholder register manager.
SECTION 4
HANDLING FEES
Article 52.

(Handling Fees)

Handling fees in connection with shares of the Company shall be as follows (not including consumptiontax):
1. In the case of purchase of shares constituting less than one (1) unit pursuant to Article 14 (Method ofRequest for Purchase of Shares Constituting Less Than One (1) Unit) and Article 40 (Method of Request for
Purchase of Shares of Preferred Stock Constituting Less Than One (1) Unit) and in the case of the sale of sharesconstituting less than one (1) unit pursuant to Article 18 (Method of Request for Additional Purchase of Shares
Constituting Less Than One (1) Unit) and Article 44 (Method of Request for Additional Purchase of Preferred
Stock Constituting Less Than One (1) Unit):
The fees shall be calculated by dividing proportionally the amount of handling fees per unit calculated by
the following formula (In the case of any amount less than one (1) yen, such amount shall be disregarded) by therelevant number of shares constituting less than one (1) unit so purchased or sold (In the case of any amount lessthan one yen, such amount shall be disregarded);(1) In case the purchase price or additional purchase price per unit shall be: Not more than one hundred
thousand yen (¥100,000):
1.15% of the amount involved (If the amount per unit obtained by the above formula is less than two
hundred fifty yen (¥250), the fees shall be two hundred fifty yen (¥250).)(2) In case the purchase price or additional purchase price per unit shall be: More than one hundred
thousand yen (¥100,000):
0.9% of the amount involved + ¥250
SUPPLEMENTARY PROVISIONS
Article 1.

(Application for Cancellation by the Registrant Regarding Loss of Share Certificates)

In case the registrant regarding loss of share certificates shall apply for a cancellation of the registration, adesignated written application therefor, which has been affixed with the same seal impression that was affixed to
the written request submitted upon applying for registration of lost share certificates, shall be submitted.
11Article 2.

(Application for Cancellation of the Registration of Loss of Share Certificates by the Holders of
Such Share Certificates)

In case a person holding share certificates, which have been registered as lost, apply for the cancellation ofsuch registration of loss of share certificates, a designated written application therefor shall be submitted,
together with the share certificates concerned and a written identification of the applicant.
Article 3.

(Change of the Register of Lost Share Certificates)

1. In case the registrant regarding loss of share certificates shall request for any change in the written or
electronic records in the register of lost share certificates, a designated written application therefor, which has
been affixed with the same seal impression that was affixed to the written request submitted upon applying forregistration of loss of share certificates, shall be submitted.
2. In the case of the preceding paragraph, the registrant regarding loss of share certificates shall, whenever
the Company deems necessary, attach a document certifying the change in the written or electronic records in theregister of lost share certificates to the written application for the change of the register of lost share certificates.
Article 4.

(Deletion of Supplementary Provisions Regarding the Registration of Loss of Share Certificates)

Article 1 through Article 4 of these supplementary provisions shall be deleted on the day on which one(1) year has passed from the day following the date of the enforcement of the “Law for Partial Amendments to
the Law Concerning Book-entry Transfer of Corporate Bonds and Other Securities for the Purpose of
Streamlining the Settlement of Trades of Stocks and Other Securities” (Law No. 88, 2004).

12

Exhibit 2.1

Form of American Depositary Receipt
ofMizuho Financial Group, Inc.

AMERICAN DEPOSITARY SHARES(Each American Depositary Sharerepresents 1/500th of one deposited Share)[OVERSTAMP] Effecitve January 4, 2009, Japan
time, each American Depository Share represents
two (2) deposited Shares.
THE BANK OF NEW YORKAMERICAN DEPOSITARY RECEIPTFOR SHARES OF COMMON STOCK OFMIZUHO FINANCIAL GROUP, INC.
(INCORPORATED UNDER THE LAWS OF JAPAN)
The Bank of New York, as depositary (hereinafter called the “Depositary”), hereby certifies that, or registered assigns IS THE OWNEROFAMERICAN DEPOSITARY SHARES
representing deposited shares of common stock (herein called “Shares”) of Mizuho Financial Group, Inc.
incorporated under the laws of Japan (herein called the “Company”). At the date hereof, each American
Depositary Share represents 1/500th of one Share deposited or subject to deposit under the Deposit Agreement (assuch term is hereinafter defined) at the Tokyo head office of Mizuho Corporate Bank, Ltd. (herein called the“Custodian”). The Depositary’s Corporate Trust Office is located at a different address than its principal
executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its
principal executive office is located at One Wall Street, New York, N.Y. 10286.
THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286
1. THE DEPOSIT AGREEMENT.
This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to be issued
upon the terms and conditions set forth in the deposit agreement, dated as of October 31, 2006 (herein called the“Deposit Agreement”), by and among the Company, the Depositary, and all Owners and holders from time totime of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto andbecome bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners
and holders of the Receipts and the rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property, and cash are herein called “Deposited Securities”).
Copies of the Deposit Agreement are on file at the Depositary’s Corporate Trust Office in New York City and at
the office of the Custodian.
The statements made on the face and reverse of this Receipt are summaries of certain provisions of the
Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, towhich reference is hereby made. Capitalized terms defined in the Deposit Agreement and not defined herein shallhave the meanings set forth in the Deposit Agreement.
2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.
Upon surrender at the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the feeof the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the1Owner hereof is entitled to delivery, to him or upon his order, of the Deposited Securities at the time represented
by the deliverable portion (as defined in Article 3 hereof) of the American Depositary Shares for which thisReceipt is issued. Delivery of such Deposited Securities may be made by the delivery of (a) certificates in thename of the Owner hereof or as ordered by him or certificates properly endorsed or accompanied by proper
instruments of transfer and (b) any other securities, property and cash to which such Owner is then entitled in
respect of this Receipt. Such delivery will be made at the option of the Owner hereof, either at the office of the
Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for
Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at
the risk and expense of the Owner hereof.
3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.
The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the
Owner hereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed fortransfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer
taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary
may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined withother such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration oftransfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, theDepositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the present or of
the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer orregistration fee with respect thereto (including any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any applicable fees as provided in this Receipt, may require theproduction of proof satisfactory to it as to the identity and genuineness of any signature and may also requirecompliance with any regulations the Depositary may establish consistent with the provisions of the Deposit
Agreement or this Receipt, including, without limitation, this Article 3.
The delivery of Receipts against deposit of Shares generally or against deposit of particular Shares may besuspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer ofoutstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary
are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any timeor from time to time because of any requirement of law or of any government or governmental body orcommission, or under any provision of the Deposit Agreement or this Receipt, or for any other reason, subject tothe provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or
this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended
subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or thedeposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the
payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental
regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of theforegoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Sharesrequired to be registered under the provisions of the Securities Act of 1933, and any Restricted Securities, unlessa registration statement is in effect as to such Shares.
Upon surrender of a Receipt or Receipts by an Owner to the Depositary, as a result of, and to the extent
required by, the operation of applicable provisions of the Company Law or any other Japanese law, theDepositary will effect delivery to such Owner of only that portion of Shares (and any other Deposited Securities
relating to such Shares) comprising a Share or an integral multiple thereof or, if and as long as the unit sharesystem is adopted and applicable to the Shares, a Unit or an integral multiple thereof (the “deliverable portion” ofsuch Receipt or Receipts). For the purpose of the foregoing sentence, the deliverable portion shall be determinedon the basis of the aggregate number of Shares represented by the entire amount of American Depositary Shares
evidenced by the Receipt or Receipts surrendered by the same Owner at the same time. The Depositary will2

promptly advise such Owner as to the amount of Shares and Deposited Securities, if any, represented by thenon-deliverable portion of such Receipt or Receipts and shall deliver to such Owner a new Receipt evidencing
such non-deliverable portion. In addition, the Depositary shall notify such Owner of the additional amount ofAmerican Depositary Shares which such Owner would be required to surrender in order for the Depositary toeffect delivery of all the Shares and Deposited Securities represented by the American Depositary Shares of such
Owner.
4. LIABILITY OF OWNER FOR TAXES.
If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited
Securities represented hereby, such tax or other governmental charge shall be payable by the Owner hereof to the
Depositary. The Depositary may refuse to effect any transfer of this Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made,and may withhold any dividends or other distributions, or may sell for the account of the Owner hereof any partor all of the Deposited Securities represented by the American Depositary Shares evidenced by this Receipt, andmay apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or othergovernmental charge and the Owner hereof shall remain liable for any deficiency.
5. WARRANTIES ON DEPOSIT OF SHARES.
Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent andwarrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, non-assessable,
and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit isduly authorized so to do. Every such person shall also be deemed to represent that the deposit of such Shares andthe sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not
Restricted Securities. Such representations and warranties shall survive the deposit of Shares and issuance of
Receipts.
6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.
Any person presenting Shares for deposit or any Owner or holder of a Receipt may be required from time totime to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control
approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if
applicable, to execute such certificates and to make such representations and warranties, as the Depositary may
deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any Receipt or
the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such certificates are executed or such
representations and warranties made. No Share shall be accepted for deposit unless accompanied by evidence
satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Japan
which is then performing the function of the regulation of currency exchange.
7. CHARGES OF DEPOSITARY.
The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary andthose of any Registrar only in accordance with agreements in writing entered into between the Depositary and theCompany from time to time. The Depositary shall present its statement for such charges and expenses to theCompany at least once every three months. The charges and expenses of the Custodian are for the sole account of
the Depositary.
The following charges shall be incurred by any party depositing or withdrawing Shares or by any party
surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock
dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited3Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, asapplicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be ineffect for the registration of transfers of Shares generally on the Share register of the Company or Foreign
Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the
Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement,(3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement,(4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) forthe execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and thesurrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) to the extent permitted by theexchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to Sections 4.1 through 4.4 of the
Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement,such fee being in an amount equal to the fee for the execution and delivery of American Depositary Sharesreferred to above which would have been charged as a result of the deposit of such securities (for purposes of thisclause 7 treating all such securities as if they were Shares), but which securities are instead distributed by the
Depositary to Owners, and (8) any other charge payable by the Depositary, any of the Depositary’s agents,
including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares orother Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the
Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of
the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash
dividends or other cash distributions).
The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company andits affiliates and in Receipts.
8. PRE-RELEASE OF RECEIPTS.
Unless requested in writing by the Company to cease doing so, the Depositary may notwithstanding
Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to
Section 2.2 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the
Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows thatsuch Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a
Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreementfrom the person to whom Receipts are to be delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer,(i) owns the shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title andinterest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the
benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may
be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the
Depositary, disposing of such Shares or Receipts, as the case may be) other than in satisfaction of such
Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as
the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable
by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities andcredit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented byAmerican Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty
percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositaryreserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with theprior written consent of the Company, change such limit for purposes of general application. The Depositary will
also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreementwith any particular Pre-Release on a case-by-case basis as the Depositary deems appropriate. For purposes ofenabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral4referred to in clause (b) above shall be held by the Depositary as security for the performance of the
Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the
Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shallnot, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement).
The Depositary may retain for its own account any compensation received by it in connection with theforegoing.
9. TITLE TO RECEIPTS.
It is a condition of this Receipt and every successive Owner and holder of this Receipt by accepting or
holding the same consents and agrees, that title to this Receipt when properly endorsed or accompanied by proper
instruments of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument
under the laws of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary,
may treat the person in whose name this Receipt is registered on the books of the Depositary as the absolute
Owner hereof for the purpose of determining the person entitled to distribution of dividends or other distributions
or to any notice provided for in the Deposit Agreement or for all other purposes, and neither the Depositary nor
the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any holder
of a Receipt unless such holder is the Owner thereof.
10. VALIDITY OF RECEIPT.
This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory forany purpose, unless this Receipt shall have been executed by the Depositary by the manual signature of a duly
authorized signatory of the Depositary; provided, however that such signature may be a facsimile if a Registrar
for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly
authorized officer of the Registrar.
11. REPORTS; INSPECTION OF TRANSFER BOOKS.
The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and,accordingly, files certain reports with the Securities and Exchange Commission. Such reports will be available
for inspection and copying at the public reference facilities maintained by the Commission located at
100 F Street, N.E., Washington, D.C. 20549.
The Depositary will make available for inspection by Owners of Receipts at its Corporate Trust Office any
reports and communications, including any proxy soliciting material, received from the Company which are both(a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to theholders of such Deposited Securities by the Company. The Depositary will also, upon written request, send to
Owners of Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement.
Any such reports and communications, including any such proxy soliciting material, furnished to the Depositaryby the Company shall be furnished in English to the extent such materials are required to be translated into
English pursuant to any regulations of the Commission.
The Depositary will keep books, at its Corporate Trust Office, for the registration of Receipts and transfersof Receipts which at all reasonable times shall be open for inspection by the Owners of Receipts provided thatsuch inspection shall not be for the purpose of communicating with Owners of Receipts in the interest of abusiness or object other than the business of the Company or a matter related to the Deposit Agreement or the
Receipts.

512. DIVIDENDS AND DISTRIBUTIONS.
Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited Securities,
the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the
judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to theUnited States, and subject to the Deposit Agreement, convert such dividend or distribution into dollars, as
promptly as practicable and will distribute the amount thus received (net of the fees and expenses of the
Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement) to the Owners of Receipts
entitled thereto; provided, however, that in the event that the Company or the Depositary is required to withhold
and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities anamount on account of taxes, the amount distributed to the Owners of the Receipts evidencing American
Depositary Shares representing such Deposited Securities shall be reduced accordingly.
Subject to the provisions of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary
receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4 of the Deposit Agreement,
the Depositary will, as promptly as practicable, cause the securities or property received by it to be distributed to
the Owners entitled thereto, in any manner that the Depositary may deem equitable and practicable foraccomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the
Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem
equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or
private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale(net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit
Agreement) will be distributed by the Depositary to the Owners of Receipts entitled thereto all in the manner andsubject to the conditions described in Section 4.1 of the Deposit Agreement. The Depositary may sell, by public
or private sale, an amount of securities or other property it would otherwise distribute under Section 4.2 of the
Deposit Agreement that is sufficient to pay its fees and expenses in respect of that distribution.
If any distribution upon any Deposited Securities consists of a stock split under the Company Law, whichmeans any kind of stock split in relation to the Shares, including a subdivision of, dividend in, or free distributionof, Shares, the Depositary may distribute to the Owners of outstanding Receipts entitled thereto, additional
Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares
received as such stock split, dividend or free distribution subject to the terms and conditions of the Deposit
Agreement with respect to the deposit of Shares and issuance of American Depositary Shares evidenced byReceipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the
Deposit Agreement and after deduction or upon payment of the fees and expenses of the Depositary as provided
in Article 7 hereof and Section 5.9 of the Deposit Agreement (and the Depositary may sell, by public or privatesale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that distribution). In
lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell
the amount of Shares represented by the aggregate of such fractions by public or private sale (or, if such sale isnot possible with respect to any portion of such Shares which is less than a full Share, or a full Unit, as the casemay be, by sale of such portion to the Company in accordance with the applicable provisions of the Company
Law and any other Japanese law and the Articles of Incorporation and Share Handling Regulations of theCompany) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1of the Deposit Agreement. No distribution to Owners pursuant to Section 4.3 of the Deposit Agreement shall be
unreasonably delayed by any action of the Depositary or the Custodian. If additional Receipts are not so
distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed
upon the Deposited Securities represented thereby.
In the event that the Depositary determines that any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated towithhold, the Depositary may by public or private sale dispose of all or a portion of such property (including
6

Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary
and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such
sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto.
In connection with any distribution to Owners, the Company or its agent will remit to the appropriate
governmental agency or authority all amounts (if any) required under applicable law to be withheld and remitted
by the Company or such agent and owing to such agency or authority and the Depositary and the Custodian will
remit to the appropriate governmental authority or agency all amounts (if any) required under applicable law to
be withheld and remitted by the Depositary or the Custodian and owing to such authority or agency by the
Depositary or Custodian. The Depositary shall forward to the Company or its agents such information from its
records as the Company may reasonably request to enable the Company or its agent to file necessary reports withgovernmental authorities or agencies.
Owners may be required from time to time, and in a timely manner, to file such proof of taxpayer status,
residence and beneficial ownership (as applicable), to execute such certificates and to make such representations
and warranties, or to provide any other information or documents, as the Depositary or Custodian may deem
necessary or proper. The Owners shall indemnify the Company, the Depositary, the Custodian and any of theirrespective directors, employees, agents and affiliates against, and hold each of them harmless from, any claimsby any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any
refund of taxes, reduced rate of withholding at source or other tax benefit.
13. CONVERSION OF FOREIGN CURRENCY.
Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other
distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis
into Dollars and the resulting Dollars transferred to the United States, the Depositary shall, as promptly aspracticable, convert or cause to be converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to the Owners entitled thereto or, if the Depositary
shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to
the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may bemade upon an averaged or other practicable basis without regard to any distinctions among Owners on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expenses of
conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.
If such conversion or distribution can be effected only with the approval or license of any government or
agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable.
If at any time the Depositary shall determine that in its judgment any foreign currency received by the
Depositary or the Custodian is not convertible on a reasonable basis into Dollars transferable to the United States,
or if any approval or license of any government or agency thereof which is required for such conversion is denied
or in the reasonable opinion of the Depositary is not obtainable, or if any such approval or license is not obtained
within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency(or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to,or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for therespective accounts of, the Owners entitled to receive the same.
If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of
the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign
currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon
for the respective accounts of, the Owners entitled thereto.
714. RIGHTS.
In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities
any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall havediscretion as to the procedure to be followed in making such rights available to any Owners or in disposing ofsuch rights on behalf of any Owners and making the net proceeds available to such Owners or, if by the terms ofsuch rights offering or for any other reason, the Depositary may not either make such rights available to any
Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shallallow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its reasonablediscretion that it is lawful and feasible to make such rights available to all or certain Owners but not to other
Owners, the Depositary may distribute to any Owner to whom it reasonably determines the distribution to be
lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants orother instruments therefor in such form as it deems appropriate.
In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts requests the
distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary
Shares of such Owner under the Deposit Agreement, the Depositary will make such rights available to such
Owner upon written notice from the Company to the Depositary that (a) the Company has elected in its sole
discretion to permit such rights to be exercised and (b) such Owner has executed such documents as theCompany has determined in its sole discretion are reasonably required under applicable law.
If the Depositary has distributed warrants or other instruments for rights to purchase additional shares to allor certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments toexercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amountequal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of thefees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, theDepositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shallcause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such
Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.2 of the Deposit
Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement, execute and deliver Receipts to such
Owner. In the case of a distribution pursuant to the second paragraph of this Article 14, such Receipts shall belegended in accordance with applicable U.S. laws, and shall be subject to the appropriate restrictions, if any, onsale, deposit, cancellation, and transfer under such laws.
If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights
available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to thenumber of American Depositary Shares held by the Owners to whom it has reasonably determined it may not
lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees andexpenses of the Depositary as provided in Section 5.9 of the Deposit Agreement and all taxes and governmental
charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement)
for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged
or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or
the date of delivery of any Receipt or otherwise.
The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights
relate are either exempt from registration under the Securities Act of 1933 with respect to a distribution to all
Owners or are registered under the provisions of such Act; provided, that nothing in the Deposit Agreement shallcreate any obligation on the part of the Company to file a registration statement with respect to such rights orunderlying securities or to endeavor to have such a registration statement declared effective. If an Owner ofReceipts requests the distribution of warrants or other instruments, notwithstanding that there has been no suchregistration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it hasreceived an opinion from recognized counsel in the United States for the Company upon which the Depositary
may rely that such distribution to such Owner is exempt from such registration.
8

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to
make such rights available to Owners in general or any Owner in particular.
15. RECORD DATES.
Whenever any cash dividend or other cash distribution shall become payable or any distribution other thancash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the
Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or wheneverfor any reason the Depositary causes a change in the number of Shares that are represented by each American
Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix arecord date (a) for the determination of the Owners of Receipts who shall be (i) entitled to receive such dividend,
distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of
voting rights at any such meeting, or (iii) responsible for any fee assessed by the Depositary pursuant to the
Deposit Agreement, or (b) on or after which each American Depositary Share will represent the changed numberof Shares, subject to the provisions of the Deposit Agreement.
16. VOTING OF DEPOSITED SECURITIES.
Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited Securities,
if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the
Owners of Receipts a notice, the form of which notice shall be in the sole discretion of the Depositary, whichshall contain (a) such information as is contained in such notice of meeting received by the Depositary from theCompany, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will
be entitled, subject to any applicable provision of law and of the Articles of Incorporation and Share Handling
Regulations of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to
the amount of Shares or other Deposited Securities represented by their respective American Depositary Sharesand (c) a statement as to the manner in which such instructions may be given, including an express indication thatsuch instructions may be given or deemed given in accordance with the last sentence of this paragraph if noinstruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company.
Upon the written request of an Owner of a Receipt as of such record date, received on or before the dateestablished by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote orcause to be voted the amount of Shares or other Deposited Securities represented by such American Depositary
Shares in accordance with the instructions set forth in such request. So long as under Japanese law and the
Articles of Incorporation of the Company votes may only be cast in respect of one or more whole Units ofShares, (i) the same instructions received from Owners shall be aggregated and the Depositary shall endeavor
insofar as is practicable to vote or cause to be voted the number of whole Units in respect of which such
instructions as so aggregated have been received, in accordance with such instructions, and (ii) such Owners
acknowledge and agree that, if the Depositary has received the same instructions any portion of which, after
aggregation of all such instructions, constitutes instructions with respect to less than a whole Unit of Shares, theDepositary will be unable to vote or cause to be voted the Shares to which such portion of the instructions
applies. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other
Deposited Securities, other than in accordance with such instructions or deemed instructions. If no instructions
are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by
the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the
Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a
discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the
Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited
Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall begiven with respect to any matter as to which the Company informs the Depositary (and the Company agrees toprovide such information as promptly as practicable in writing) that (x) the Company does not wish such proxygiven, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of
Shares.
9There can be no assurance that Owners generally or any Owner in particular will receive the noticedescribed in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will
vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.
17. CHANGES AFFECTING DEPOSITED SECURITIES.
Upon any change in nominal value, change in par value, split-up, consolidation, or any other reclassificationof Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, share exchange orshare transfer, corporate split, or sale of all or substantially all of the assets affecting the Company or to which it
is a party, or upon the acquisition, redemption or cancellation by the Company of the Deposited Securities, any
securities, cash or property which shall be received by the Depositary or a Custodian in exchange for, inconversion of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited Securities under
the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing
Deposited Securities, the right to receive the new Deposited Securities so received, unless additional Receipts aredelivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional
Receipts as in the case of a distribution in Shares, or call for the surrender of outstanding Receipts to beexchanged for new Receipts specifically describing such new Deposited Securities.
18. LIABILITY OF THE COMPANY AND DEPOSITARY.
Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates
shall incur any liability to any Owner or holder of any Receipt, (i) if by reason of any provision of any present or
future law or regulation of the United States or any other country, or of any governmental or regulatory authority,
or by reason of any provision, present or future, of the Articles of Incorporation or Share Handling Regulationsof the Company, or by reason of any provision of any securities issued or distributed by the Company, or any
offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond
its control, the Depositary or the Company shall be prevented, delayed or forbidden from or be subject to any
civil or criminal penalty on account of doing or performing any act or thing which by the terms of the Deposit
Agreement or Deposited Securities it is provided shall be done or performed, (ii) by reason of any
non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure
to exercise, any discretion provided for in the Deposit Agreement, (iv) for the inability of any Owner or holder tobenefit from any distribution, offering, right or other benefit which is made available to holders of Deposited
Securities but is not, under the terms of the Deposit Agreement, made available to Owners or holders, or (v) for
any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement. Where, by
the terms of a distribution pursuant to Section 4.1, 4.2 or 4.3 of the Deposit Agreement, or an offering or
distribution pursuant to Section 4.4 of the Deposit Agreement, such distribution or offering may not be madeavailable to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf ofsuch Owners and make the net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the
Depositary assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners or
holders of Receipts, except that they agree to perform their obligations specifically set forth in the Deposit
Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect tothe validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any
obligation to appear in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited
Securities or in respect of the Receipts, on behalf of any Owner or holder or other person. Neither the Depositary
nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or informationfrom legal counsel, accountants, any person presenting Shares for deposit, any Owner or holder of a Receipt, or
any other person believed by it in good faith to be competent to give such advice or information. The Depositary
shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or forthe manner in which any such vote is cast or the effect of any such vote, provided that any such action or
nonaction is in good faith. The Depositary shall not be liable for any acts or omissions made by a successor
10depositary whether in connection with a previous act or omission of the Depositary or in connection with amatter arising wholly after the removal or resignation of the Depositary, provided, that in connection with theissue out of which such potential liability arises, the Depositary performed its obligations without negligence or
bad faith while it acted as Depositary. The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of them harmless from, any liability or
expense (including, but not limited to the reasonable fees and expenses of counsel) which may arise out of any
registration with the Commission of Receipts, American Depositary Shares or Deposited Securities or the offer
or sale thereof in the United States or out of acts performed or omitted, pursuant to the provisions of or inconnection with the Deposit Agreement and of the Receipts, as the same may be amended, modified, or
supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors,
employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith ofeither of them, or (ii) by the Company or any of its directors, employees, agents and affiliates. No disclaimer of
liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.
19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSORCUSTODIAN.
The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its
election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at
any time be removed by the Company by 90 days prior written notice of such removal, to become effective upon
the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its
discretion may appoint a substitute or additional custodian or custodians.
20. AMENDMENT.
The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time totime be amended by agreement between the Company and the Depositary without the consent of Owners or
holders of Receipts in any respect which they may deem necessary or desirable. Any amendment which shall
impose or increase any fees or charges (other than taxes and other governmental charges, registration fees andcable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise
prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective as tooutstanding Receipts until the expiration of 30 days after notice of such amendment shall have been given to the
Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective
shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be boundby the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Ownerof any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby except
in order to comply with mandatory provisions of applicable law.
21. TERMINATION OF DEPOSIT AGREEMENT.
The Depositary, at any time at the direction of the Company, shall terminate the Deposit Agreement by
mailing notice of such termination to the Owners of all Receipts then outstanding at least 60 days prior to thedate fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement by
mailing notice of such termination to the Company and the Owners of all Receipts then outstanding at least
30 days prior to the date of termination, if at any time 90 days shall have expired after the Depositary shall havedelivered to the Company a written notice of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in the Deposit Agreement. On and after the date of
termination, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the
Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5 of the
Deposit Agreement, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to11him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to
the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit
Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to
Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement, and shallcontinue to deliver Deposited Securities, together with any dividends or other distributions received with respect
thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to
the Depositary (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any
expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the
Deposit Agreement, and any applicable taxes or governmental charges). At any time after the expiration of fourmonths from the date of termination, the Depositary may sell the Deposited Securities then held under the
Deposit Agreement by public or private sale (or, if such sale is not possible with respect to any portion of such
Shares which is less than a full Unit, by sale of such portion to the Company in accordance with the applicableprovisions of the Company Law and any other Japanese law and the Articles of Incorporation and Share
Handling Regulations of the Company) and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro
rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, theDepositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net
proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt,
any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of the
Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its
obligations to the Depositary with respect to indemnification, charges, and expenses.
22. COMPLIANCE WITH U.S. SECURITIES LAWS.
Notwithstanding anything in the Deposit Agreement or this Receipt to the contrary, the Company and the
Depositary each agrees that it will not exercise any rights it has under the Deposit Agreement to permit thewithdrawal or delivery of Deposited Securities in a manner which would violate the U.S. securities laws,
including, but not limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement,
as amended from time to time, under the Securities Act.
23. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.
In the Deposit Agreement, the Company has (i) appointed Mizuho Corporate Bank, Ltd., New York Branch,with offices at 1251 Avenue of the Americas, New York, NY 10020, as the Company’s authorized agent uponwhich process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to thejurisdiction of any New York State or United States Federal Court in the City of New York in which any such
suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall bedeemed in every respect effective service of process upon the Company in any such suit or proceeding. The
Company agrees to deliver, upon the execution and delivery of the Deposit Agreement, a written acceptance bysuch agent of its appointment as such agent. The Company further agrees to take any and all action, including thefiling of any and all such documents and instruments, as may be necessary to continue such designation andappointment in full force and effect for so long as any American Depositary Shares or Receipts remain
outstanding or the Deposit Agreement remains in force. In the event the Company fails to continue suchdesignation and appointment in full force and effect, the Company hereby waives personal service of process
upon it and consents that any such service of process may be made by certified or registered mail, return receipt
requested, directed to the Company at its address last specified for notices under the Deposit Agreement, andservice so made shall be deemed completed five (5) days after the same shall have been so mailed.
1224. ADOPTION OF UNIT SHARE SYSTEM OR CHANGE IN UNIT.
The Company agrees that it shall give notice to Owners, pursuant to the last two sentences of the second
paragraph of Section 5.6 of the Deposit Agreement, of any amendment to its Articles of Incorporation adopting
the unit share system or changing the number of Shares previously designated as a Unit at least two weeks prior
to the effectiveness of such amendment.
25. WAIVER OF IMMUNITIES.
To the extent that the Company or any of its properties, assets or revenues may have or hereafter become
entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any
legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim,from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, fromattachment in aid of execution or judgment, or other legal process or proceeding for the giving of any relief or forthe enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, withrespect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or
Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, tothe fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or
claim, any such immunity and consents to such relief and enforcement.

13

Exhibit 12.1
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Takashi Tsukamoto, Chief Executive Officer of Mizuho Financial Group, Inc. (the “company”), certify that:1.

I have reviewed this annual report on Form 20-F of the company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of thecompany as of, and for, the periods presented in this report;

4.

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company andhave:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the company’s internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and5.

The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company’s auditors and the audit committee of the company’s boardof directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have asignificant role in the company’s internal control over financial reporting.

Date: August 19, 2009
By: /s/ Takashi Tsukamoto
Name: Takashi Tsukamoto
Title: Chief Executive Officer

Exhibit 12.2
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tetsuji Kosaki, Chief Financial Officer of Mizuho Financial Group, Inc. (the “company”), certify that:1.

I have reviewed this annual report on Form 20-F of the company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of thecompany as of, and for, the periods presented in this report;

4.

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company andhave:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the company’s internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and5.

The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company’s auditors and the audit committee of the company’s boardof directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have asignificant role in the company’s internal control over financial reporting.

Date: August 19, 2009
By: /s/ Tetsuji Kosaki
Name: Tetsuji Kosaki
Title: Chief Financial Officer

Exhibit 13.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the annual report of Mizuho
Financial Group, Inc. on Form 20-F for the year ended March 31, 2009 as filed with the U.S. Securities andExchange Commission on the date hereof (the “Report”) for the purpose of complying with Rule 13a-14(b) or
Rule 15d-14(b) of the United States Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 ofChapter 63 of Title 18 of the United States Code.
Takashi Tsukamoto, Chief Executive Officer, and Tetsuji Kosaki, Chief Financial Officer of Mizuho
Financial Group, Inc., each certifies that, to the best of his knowledge:
1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and2.

The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of Mizuho Financial Group, Inc.

Date: August 19, 2009
By: /s/ Takashi Tsukamoto
Name: Takashi Tsukamoto
Title: Chief Executive Officer
By: /s/ Tetsuji Kosaki
Name: Tetsuji Kosaki
Title: Chief Financial Officer